Interpretation

The following definitions and rules of interpretation apply in these Conditions.

Definitions:

Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

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.

A reference to writing or written excludes fax but not email.

THESE CONDITIONS

Where an Order relates solely to Goods, these Conditions shall apply only insofar as they relate to Goods, and any provisions relating exclusively to Services shall be of no effect.

Where an Order relates solely to Services, these Conditions shall apply only insofar as they relate to Services, and any provisions relating exclusively to Goods shall be of no effect.

Where an Order relates to both Goods and Services, these Conditions shall apply to the supply of the Goods and the Services in full, in each case to the extent applicable.

Basis of contract

The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with the Quotation and these Conditions.

The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).

Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract nor have any contractual force.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.

Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 28 Business Days from its date of issue.

Any discounts set out in a Quotation or Specification are based on the thresholds or scope as specified in that Quotation or Specification. Where an Order is placed that does not meet the required thresholds or scope for the discount,  the Supplier reserves the right to amend or withdraw any such discounts.

In the event of any conflict between a Quotation, the Specification and these Conditions, these Conditions shall prevail.

Supply of Goods

The Goods supplied to the Customer by the Supplier under the Contract shall conform to the Specification.

The Supplier reserves the right to amend the Specification and/or the Charges if required by any applicable law or regulatory requirement, including where compliance results in an increase in the Supplier’s costs, and the Supplier shall notify the Customer in any such event. Any resulting increase in the Charges shall take effect on and from the date specified in the Supplier’s notice.

Delivery AND COLLECTION of Goods

Delivery of the Goods shall be subject to an additional charge, unless the Supplier agrees otherwise in writing or it has been agreed between the parties that the Goods are to be collected by the Customer. Where the Goods are not collected, the Supplier shall be entitled, at its discretion, to select the method of transport and charge to the Customer all costs incurred by the Supplier in doing so.

Where the Supplier is responsible for delivering the Goods, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).

Where the Customer is responsible for collecting the Goods, the Customer shall collect the Goods from such premises of the Supplier as are notified to the Customer from time to time, within seven Business Days following notification by the Supplier that the Goods are ready for collection.

Delivery of the Goods shall be deemed completed:

where the Supplier is responsible for delivery, on completion of unloading of the Goods at the Delivery Location; or

where the Customer is responsible for collection, on completion of loading of the Goods at the Supplier’s premises,

(in each case, Delivery).

The Supplier shall ensure that:

each Delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered or collected by instalments, the outstanding balance of Goods remaining to be delivered or collected; and

if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

Any dates quoted for delivery or collection of the Goods (as applicable) are approximate only, and time is not of the essence. The Supplier shall not be liable for any delay in Delivery that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If the Supplier fails to deliver the Goods (or make them available for collection, as the case may be), its liability shall be limited to an amount equal to the price of the Goods that were not delivered or made available for collection. Any such liability shall be satisfied solely by way of a credit note issued to the Customer. This is the Customer’s sole and exclusive remedy in relation to the Supplier failing to deliver the Goods (or making them available for collection, as the case may be).

If the Customer fails to accept delivery of the Goods or, where applicable, fails to collect the Goods, within seven Business Days of the Supplier notifying the Customer that the Goods are ready for delivery or collection (as applicable), then:

Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection (as applicable); and

the Supplier shall store the Goods until actual Delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance and storage costs calculated at the rate of 1% per month of the value of the Goods).

If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection (as applicable) the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting a handling charge equal to 25% of the price of the Goods together with reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

The Supplier may at its discretion deliver or make available for collection (as applicable) 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.

If the Supplier delivers or makes available for collection (as applicable) up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

Any Goods delivered in accordance with the Specification may only be returned with the Supplier’s prior written consent. Where the Supplier agrees to accept the return of such Goods, any credit or refund issued shall be subject to a handling and restocking charge of 25% of the price of the returned Goods. The Supplier shall, at its discretion, issue either a credit note or, where no Goods or Services are available to be credited, a cash refund.

Quality of Goods

The Supplier does not manufacture the Goods and gives no warranty or guarantee in respect of them. The Customer acknowledges that the Customer’s sole entitlement in respect of the Goods shall be the benefit of any warranty or guarantee given to the Supplier by the manufacturer, distributor or supplier of the Goods, to the extent the Supplier is able to pass such warranty or guarantee onto the Customer, and that it is the Customer’s responsibility to comply with the terms of any such warranty or guarantee.

Except as expressly set out in these Conditions, and to the fullest extent permitted by law, all conditions, warranties and other terms implied by statute or common law (including, without limitation, any implied terms as to satisfactory quality or fitness for purpose) are excluded.

The Supplier shall have no liability for the suitability of the Goods for any particular purpose or for use under any specific conditions, whether or not such purpose or conditions were known to, or communicated to, the Supplier.

The Customer may reject any Goods upon inspection at Delivery that do not conform with the Specification, provided that it gives the Supplier written notice of such rejection within 48 hours of Delivery. If the Customer fails to give notice of rejection in accordance with this clause, the Customer shall be deemed to have accepted the Goods.

Any latent defects that become apparent after the period specified under clause 6.4 shall be dealt with exclusively by the relevant manufacturer under the applicable warranty referred to in clause 6.1. The Supplier’s sole obligation in respect of any such latent defect shall be to use reasonable endeavours to pass on to the Customer the benefit of that warranty and, where requested, to facilitate the making of a warranty claim. The Supplier shall have no independent liability for any latent defect in the Goods and shall not be responsible for the outcome, timing or success of any manufacturer warranty claim.

The Supplier shall have no liability for any defect in the Goods to the extent that such defect arises from:

any drawing, design or specification supplied by the Customer;

any instructions, information or materials provided by the Customer;

fair wear and tear;

wilful damage, negligence or abnormal working conditions;

failure by the Customer to follow the Supplier’s instructions or recommendations (whether oral or in writing); or

misuse, modification, alteration or repair of the Goods without the Supplier’s prior written approval.

The Supplier shall have no liability for any defect, damage or failure arising from or in connection with the installation of the Goods by or on behalf of the Customer, where such installation is not carried out in accordance with the manufacturer’s instructions and guidelines. Any installation by third parties shall be deemed to be installation by or on behalf of the Customer.

The Supplier shall have no obligation to repair, replace or refund the Goods and shall have no further liability in respect of any defect in the Goods, save as expressly set out in clause 6.4.

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

Title and risk

The risk in the Goods shall pass to the Customer:

on completion of Delivery, where the Supplier delivers the Goods; and

on commencement of loading by the Customer or its appointed third party, where the Customer collects the Goods.

Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.

Until title to the Goods has passed to the Customer, the Customer shall:

store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

notify the Supplier immediately if it becomes subject to any of the events listed in clause 17.1.2 to clause 17.1.4; and

give the Supplier such information as the Supplier may reasonably require from time to time relating to:

the Goods; and

the Customer’s ongoing financial position.

The Supplier shall not be liable for any loss of or damage to the Goods occurring during delivery unless the Customer gives written notice to both the Supplier and the relevant carrier of any damage or partial loss within three days of receipt of the Goods, or, in the case of total loss of a consignment, within seven days of the date of the relevant invoice, and any failure to do so shall constitute a waiver of any claim in respect of such loss or damage.

Supply of Services

The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

The Supplier shall comply with all applicable health and safety laws and regulations, including the Health and Safety at Work etc. Act 1974, and shall ensure that the Services are performed in a safe manner using suitably trained and competent personnel.

Where the Services involve construction work for the purposes of the Construction (Design and Management) Regulations 2015, the Supplier shall:

comply with all duties applicable to it under those regulations and shall cooperate with the Customer and any other duty holders to ensure compliance; and

not be appointed as principal contractor or principal designer for the purposes of the Construction (Design and Management) Regulations 2015 unless expressly agreed in writing.

Customer’s obligations

The Customer shall:

ensure that the terms of the Order and any information, data or otherwise that it provides to the Supplier which the Supplier uses to prepare any Specification is complete and accurate;

co-operate with the Supplier in all matters relating to the Services;

provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

where applicable, prepare the Customer’s premises for the supply of the Services;

obtain and at all times maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start;

comply with all applicable laws, including health and safety laws;

keep all materials, equipment and tools, documents, data and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

comply with any additional obligations as set out in the Specification or the Specification or both.

If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

without limiting or affecting any other right or remedy available to it, the Supplier may suspend performance of the Services until the Customer remedies the Customer Default, and rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 9.2; and

the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Charges and payment

The price for the Goods and/or Services:

is the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the date of dispatch or collection (as applicable); and

excludes the costs of delivery of the Goods, which shall be invoiced to the Customer,

together constituting the “Charges”, as applicable to the Goods, the Services, or both.

The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

The Supplier reserves the right to 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 Supplier that is due to:

any factor beyond the control of the Supplier (including but not limited to foreign exchange fluctuations, increases in taxes and duties, increases in prices charged to the Supplier by its suppliers or manufacturers, and increases in labour, materials and other manufacturing costs);

any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

In respect of the Goods, unless otherwise agreed in writing between the parties, the Supplier shall invoice the Customer for the Charges on or at any time after completion of delivery.

In respect of the Services, unless otherwise agreed in writing between the parties, the Customer shall pay fifty per cent (50%) of the Charges within thirty (30) days of the Commencement Date, with the remaining fifty per cent (50%) payable upon completion of the Services, following the Supplier’s issue of an invoice.

The Customer shall pay each invoice submitted by the Supplier:

within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier (pursuant to clause 11) and confirmed in writing to the Customer; and

in full and in cleared funds to a bank account nominated in writing by the Supplier,

and time for payment shall be of the essence of the Contract.

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 or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.

If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 15:

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%; and

the Supplier shall be entitled to recover from the Customer all reasonable costs incurred by the Supplier in taking steps to secure payment of any overdue amounts, including administrative and recovery costs, together with any interest payable and any legal or other costs awarded by a court or tribunal.

All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Credit facilities

Where the Supplier agrees to depart from the payment terms set out at clauses 10.4 and 10.5 of these Conditions, any credit facilities granted by the Supplier to the Customer as a result of that departure shall be granted on a trade credit basis only, at the Supplier’s sole discretion. Any such credit is conditional upon the Supplier receiving such references and information as it may reasonably require, including (without limitation) two satisfactory trade references and one satisfactory bank reference.

Where credit facilities are granted, they shall continue only for so long as the Customer complies fully with the Contract and maintains a satisfactory credit status. The Customer shall immediately notify the Supplier of any material adverse change in its financial position.

The Supplier may, at any time and in its absolute discretion, refuse to grant credit facilities to the Customer or suspend, withdraw, reduce or otherwise vary any credit facilities already granted, without prior notice and without any obligation to give reasons.

Where credit facilities are not granted, are withdrawn or suspended, or pending the establishment of a credit account, the Supplier shall be entitled to require payment on a pro forma basis and shall have no obligation to supply any Goods or Services until payment in full has been received in cleared funds.

The refusal, suspension or withdrawal of credit facilities shall not affect any existing rights or remedies of the Supplier under the Contract or at law nor shall it affect the Customer’s obligation to pay for any Goods or Services already delivered or ordered. The Supplier may review the Customer’s credit status at any time and may request updated financial information to assess whether credit facilities should continue. Failure to promptly provide such information shall be deemed grounds for withdrawal or suspension of credit facilities.

Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.

The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.

The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the duration of the Contract for the purpose of providing the Services to the Customer.

Data protection

Neither party shall process any personal data on behalf of the other. Any personal data that may be shared between the parties for the purposes of the Services shall be on the basis of each party acting as a controller. Accordingly, each party shall comply with all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR and the Data Protection Act 2018.

Limitation of liability

The limits and exclusions in this clause 14 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

Nothing in the Contract limits any liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation;

breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

defective products under the Consumer Protection Act 1987; or

any liability that legally cannot be limited; or

the Customer’s payment obligations under the Contract.

Subject to clause 14.3, the Supplier’s total aggregate liability to the Customer arising out of or in connection with an Order (whether in contract, tort (including negligence), misrepresentation or otherwise) shall not exceed the price paid or payable under the Order giving rise to the claim.

Subject to clause 14.3, the following types of loss are wholly excluded:

loss of profits (including loss of anticipated savings);

loss of sales or business;

loss of agreements or contracts;

loss of use or corruption of software, data or information;

loss of or damage to goodwill; and

indirect or consequential loss.

This clause 14 shall survive termination of the Contract.

Cancellation of goods or services

No Order may be cancelled by the Customer without the Supplier’s prior written consent.

Where the Supplier agrees to the cancellation of an Order for Goods, the Supplier reserves the right to charge a reasonable handling and restocking fee in respect of any Goods returned to stock. Any Goods so returned must be unused and in their original packaging and condition.

Where the Supplier agrees to the cancellation of an Order for Services (in whole or in part), the Customer shall pay to the Supplier all costs incurred up to the effective date of cancellation and shall indemnify the Supplier in full against all losses, costs, damages, charges and expenses arising as a result of the cancellation, including (without limitation):

loss of profit;

the cost of all labour, materials and resources committed; and

any third‑party costs or commitments entered into by the Supplier which the Supplier is unable to cancel or mitigate using reasonable endeavours.

Any cancellation agreed by the Supplier (whether relating to Goods or Services) shall be on the basis that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of the cancellation.

Nothing in this clause shall limit the Supplier’s rights or remedies where the Customer purports to cancel an order in breach of the Contract.

Non-solicitation

The Customer shall not, without the prior written consent of the Managing Director of the Supplier (such consent not to be unreasonably withheld where necessary to protect the legitimate business interests of the Supplier), whether directly or indirectly, and whether acting alone or in conjunction with any other person, and whether as principal, shareholder, director, employee, agent, consultant, partner or otherwise, for a period of twelve months from the date on which the Customer most recently ordered Goods or Services from the Supplier (the Last Order Date):

solicit, induce or entice away from the Supplier, or any holding company of the Supplier or any subsidiary of any such holding company (each a Relevant Group Company), any person who was at any time during the period of twelve months ending on the Last Order Date employed, engaged or appointed by the Supplier or a Relevant Group Company as an employee, director, agent, consultant or independent contractor; or

in connection with any business which is, or is proposing to be, in competition with the Supplier or any Relevant Group Company, employ, engage, appoint or otherwise retain, or procure the employment, engagement or appointment of, any such person,

where that person, by reason of their seniority, expertise, knowledge of confidential information or trade secrets, or knowledge of or influence over the customers, clients or suppliers of the Supplier or any Relevant Group Company, could reasonably be expected to assist or benefit a competing business or whose departure could reasonably be expected to cause material harm to the Supplier or the Relevant Group Company.

This clause 16 shall apply whether or not the relevant person would be in breach of their contract of employment or engagement by leaving the Supplier or the Relevant Group Company.

Termination

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, 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), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 17.1.2;

the other party suspends or ceases, or threatens to suspend or cease carrying on business; or

the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

the Customer fails to pay any amount due under the Contract on the due date for payment; or

there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001).

Without affecting any other right or remedy available to it, the Supplier may 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 the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 17.1.2 to clause 17.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

Consequences of termination

On termination of the Contract, 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 been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier 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 shall not use them for any purpose not connected with the Contract.

Termination of the Contract shall not affect the parties’ rights and remedies, that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

Confidentiality

Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 19.2.

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 19; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. In addition, it is agreed that in the case of the Supplier only, a Force Majeure Event shall include, without limitation:

any delay, failure or inability of any manufacturer, raw material supplier or upstream contractor to supply Goods, components or materials to the Supplier which are to be used for the purposes of the Contract;

shortages of Goods, stock or materials arising from manufacturer production delays, allocation limitations, factory shutdowns or insolvency;

import or export restrictions, customs delays, port congestion, border closures, sanctions, changes in law, regulatory intervention or other events affecting the movement of goods across borders;

global or regional supply chain disruptions, including shipping container shortages, cancellation or delay of freight services, or unavailability of transport routes;

delays or failures of third‑party carriers, freight forwarders or logistics providers, including accidents or transport network failures not caused by the Supplier;

widespread market shortages or unavailability of materials that affect the Supplier’s ability to obtain Goods on reasonable terms;

major IT system outages, cyber-attacks or communication network failures affecting the Supplier’s manufacturers or logistics partners.

General

Assignment and other dealings

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 21.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

Waiver.

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Except as expressly set out in these Conditions, a delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

Entire agreement.

The Contract constitutes the entire agreement between the parties.

Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Third party rights.

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Governing law. 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 law of England and Wales.

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.