Terms and conditions

1 Definitions & Interpretation

In these Conditions the following definitions apply:

Affiliate: means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law: means all applicable laws, legislation,statutory instruments, regulations, and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Business Day: means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions: means the Supplier’s terms and conditions of sale set out in this document;

Confidential Information: means any commercial, financial, or technical information, information relating to the Deliverables, plans, Specifications, technical designs drawings, supplier and customer details, know-how or trade secrets which is obviously
confidential in nature or has been identified as confidential, or which is developed by the Supplier in performing its obligations under, or otherwise pursuant to the Contract;

Contract: means this agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including all its schedules, attachments, annexures, and statements of work;

Control: means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the
company and Controls, Controlled and under common Control shall be construed accordingly;

Controller: shall have the meaning given in applicable Data Protection Laws from time to time;

Customer: means the named party in the Contract which has agreed to purchase the Deliverables from the Supplier and whose details are set out in the Order;

Data Protection Laws: means, as binding on either party or the Deliverables: the GDPR; the Data Protection Act 2018; any laws which implement or supplement any such laws; and any laws that replace, extend, re-enact, consolidate, or amend any of the foregoing;

Data Protection Supervisory Authority: means any regulator, authority, or body responsible for administering Data Protection Laws;

Data Subject: shall have the meaning in applicable Data Protection Laws from time to time;

Deliverables: means the Goods or Services or both as the case may be;

Deposit: means the payment required to be made by the Customer to the Supplier to secure an Order and/or to receive Deliverables;

Documentation: means any descriptions, instructions, manuals, literature, technical details, or other related materials supplied in connection with the Deliverables;

Force Majeure: means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations
under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Goods: means the goods and related accessories, spare parts and Documentation and other physical material set out in the Order or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer in accordance with the Contract;

Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent, or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;

Location: means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order;

Order: means the Customer’s order for the Deliverables;

Personal Data: has the meaning given in the applicable Data Protection Laws from time to time;

Price: has the meaning given in clause 3.1;

Processing: has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);

Protected Data: means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;

Samples: means samples of the Goods for an actual or prospective Order that are provided by the Supplier to the Customer;

Services: means the services set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract;

Specification: means the description or Documentation provided for the Deliverables set out or referred to in the Contract;

Supplier: means ROBERTSON TECHNICAL LIMITED, a limited company registered in England and Wales under company number 14532988, and whose registered office address is Pioneer House Unit 3 Beacon Road, Rotherwas Industrial Estate, Hereford, United Kingdom, HR2 6JF;

VAT: means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables; and

Warranty Period: has the meaning given in clause 9.1

1.2 In these Conditions, unless the context otherwise requires:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns; a reference to a ‘person’ includes a natural 1.2.4 person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 a reference to a gender includes each other gender;

1.2.7 words in the singular include the plural and vice versa;

1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.10 a reference to legislation is a reference to that legislation as amended, extended,
re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;

1.2.11 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2 Application of These Conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on
behalf of each of the Customer and the Supplier respectively.

2.4 Notwithstanding clause 2.3, the Supplier reserves the right to amend the Specification in line with their policies relating to developing and improving the Goods and Services provided under these Conditions.

2.5 Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to the Contract including these Conditions. If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.

2.6 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier for 20 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.7 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the
earlier of:

2.7.1 the Supplier’s written acceptance of the Order; or

2.7.2 the Supplier issuing a pro-forma invoice; or

2.7.3 the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be),; at which point the Contract shall come in to existence.

2.8 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9 The Supplier may issue quotations and/or proposals to the Customer from time to time which are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer. Any quotation or proposal given by the Supplier does not constitute an offer and is only valid for a period of 60 Days from its date of issue.

2.10 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

3 Price

3.1 The price for the Deliverables shall be as set out in the Order or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the Order is placed (the Price).

3.2 The Prices are in pound Sterling (GBP) and exclusive of:

3.2.1 Shipping, duties, delivery, insurance, and all other related charges or taxes which are not included in the standard price which shall be charged in addition at the Supplier’s
standard rates, and

3.2.2 VAT.

3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT
invoice.

3.4 The Supplier shall use reasonable endeavours to notify the Customer of any increase the Prices at any time.

3.5 The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables, and which is due to any factor beyond the control of the Supplier, or where an Order is amended upon request of the Customer any time after being accepted by the Supplier.

4 Payment

4.1 To secure an Order, the Supplier may require that the Customer pay a Deposit to the bank account nominated by the Supplier on or before the acceptance of an Order.

4.1.1 Any Deposit paid by the Customer to the Supplier under this clause shall be non-refundable unless otherwise confirmed in writing by the Supplier.

4.1.2 Any Deposit paid by the Customer to the Supplier under this clause shall be credited against the Price payable for an Order at the time the Order is invoiced.

4.2 The Supplier shall invoice the Customer for the Deliverables, partially or in full, at any time following acceptance of an Order.

4.3 The Supplier shall invoice the Customer for any Samples provided to the Customer, partially or in full, at any time.

4.3.1 The Supplier shall credit the payment made to the Supplier in respect of Samples against any subsequent Order placed with, and accepted by, the Supplier, provided that the Samples are returned to the Supplier in resalable condition, to be assessed and determined in the Supplier’s absolute discretion.

4.4 The Customer shall pay all invoices:

4.4.1 in full without deduction or set-off, in cleared funds, and prior to the anticipated date of delivery of the Goods or performance of Services, as applicable in each case, as set out in the Order; and

4.4.2 to the bank account nominated by the Supplier.

4.5 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.5.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of The Bank of England from time to time in force, and

4.5.2 interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

4.6 A delay in the performance and or delivery of the Deliverables will not affect the requirement to pay invoices by the due date.

5 Credit Limit

The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

6 Delivery and Performance

6.1 The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order.

6.2 The Goods shall be deemed delivered on completion of unloading only of the Goods at the Location by the Supplier or its nominated carrier (as the case may be).

6.3 The Services shall be performed by the Supplier at the Location on the date(s) specified in the Order.

6.4 The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.

6.5 The Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.

6.6 The Supplier may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other installment.

6.7 Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.

6.8 The Supplier shall not be liable for any delay in, or failure of performance caused by:

6.8.1 the Customer’s failure to make the Location available;

6.8.2 the Customer’s failure to prepare the Location in accordance with the Supplier’s instructions, or as required for the Deliverables;

6.8.3 the Customer’s failure to provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Deliverables;

6.8.4 Force Majeure;

6.8.5 The Customer’s failure or delay in paying any invoice by the due date.

6.9 If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.

6.11 If 45 Business Days following the due date for delivery of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in clauses 6.11.1 and 6.11.2. The Supplier shall:

6.11.1 deduct all storage charges at the Supplier’s then-applicable rates and reasonable costs of resale; and

6.11.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

7 Risk

Risk in the Goods shall pass to the Customer on delivery.

8 Title

8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.

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

8.2.1 hold the Goods as bailee for the Supplier;

8.2.2 store the Goods separately from all other material in the Customer’s possession;

8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;

8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;

8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;

8.2.6 not remove or alter any mark on or packaging of the Goods;

8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.2.14; and

8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.

8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably
to have become aware that an event specified in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.2.14 has occurred or is likely to occur.

8.4 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.2.14 the Supplier may:

8.4.1 require the Customer at the Customer’s expense to re-deliver the Goods to the supplier; and

8.4.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9 Warranty

9.1 The Warranty Period will begin on the date of delivery and will last for:

9.1.1 five (5) years for all door closers and door controlling devices; and

9.1.2 ten (10) years for all other products,

9.2 The Supplier warrants that, for the Warranty Period, or the time of performance as
applicable in each case , the Deliverables shall:

9.2.1 conform in all material respects to any sample, their description and to the Specification;

9.2.2 be free from material defects in design, material and workmanship under normal use;

9.2.3 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

9.2.4 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; and

9.2.5 any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.3 The Customer warrants that it has provided the Supplier with all relevant, full, and accurate information as to the Customer’s business and needs, and that it shall provide any further information, documents, and materials that the Supplier reasonably requires to facilitate the Contract at any given time.

9.4 As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer:

9.4.1 serves a written notice on Supplier not later than 24 hours from delivery or performance in the case of defects discoverable by a physical inspection, or within a
reasonable period of time from delivery or performance in the case of latent defects;

9.4.2 such notice specifies that some or all of the Deliverables do not comply with clause 9.2 and identifying in sufficient detail the nature and extent of the defects; and

9.4.3 gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.

9.5 The provisions of these Conditions shall apply to any Deliverables that are corrected,
repaired, remedied, or re-performed with effect from delivery or performance of those Deliverables.

9.5 The Supplier shall not be liable for any failure of the Goods to comply with clause 9.2:

9.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;

9.5.2 to the extent cause the Customer’s failure to comply with clause 9.3;

9.5.3 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

9.5.4 to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Goods and/or Services;

9.5.5 to the extent caused by the natural variance in finish expected of hand finished Goods, to be assessed and determined in the Supplier’s absolute discretion;

9.5.6 variations between batches of Goods to the extent caused by manufacturing processes;

9.5.7 where the Customer or another third party modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or

9.5.8 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 9.2.

9.6 Except as set out in this clause 9:

9.6.1 the Supplier gives no warranty and makes no representations in relation to the Deliverables; and

9.6.2 shall have no liability for their failure to comply with the warranty in clause 9.2, and save where the Customer deals as a consumer (as defined in Section 2 of the Consumer Rights Act 2015) all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

9.7 Where the Goods supplied, or any part thereof are not of the Supplier’s own manufacture the warranty in clause 9.2 shall not apply but the Supplier will use all reasonable endeavours to pass on to the Customer the benefit of any guarantee or warranty given by the supplier of such Goods to the Supplier.

10 Indemnity and Insurance

10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

10.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.

11 Limitation of Liability

11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.2 Subject to clauses 11.5, the Supplier’s total liability shall not exceed an amount equivalent to the total price of the Deliverables.

11.3 Subject to clauses 11.5, the Supplier shall not be liable for consequential, indirect or special losses.

11.4 Subject to clauses 11.5, the Supplier shall not be liable for any of the following (whether direct or indirect):

11.4.1 loss of profit;

11.4.2 loss of revenue;

11.4.3 loss or corruption of data;

11.4.4 loss or corruption of software or systems;

11.4.5 loss or damage to equipment;

11.4.6 loss of use;

11.4.7 loss of production;

11.4.8 loss of contract;

11.4.9 loss of commercial opportunity;

11.4.10 loss of savings, discount or rebate (whether actual or anticipated);

11.4.11 harm to reputation or loss of goodwill; and/or

11.4.12 wasted expenditure.

11.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

11.5.1 death or personal injury caused by negligence;

11.5.2 fraud or fraudulent misrepresentation;

11.5.3 any other losses which cannot beexcluded or limited by Applicable Law;

11.5.4 any losses caused by wilful misconduct.

12 Intellectual Property

12.1 To the extent that the Deliverables are to be manufactured and or supplied in accordance with a Specification supplied by the Customer:

12.1.1 the Customer shall be solely responsible for the completeness and accuracy of the Specification and any measurements provided by the Customer, notwithstanding that the Supplier may have examined, inspected, studied, or commented to the Customer on the
Specification; and

12.1.2 the Customer shall indemnify the Supplier from and against any losses, damages, liability, costs, and expenses (including reasonable professional fees) incurred by the Supplier in connection with any action, demand or claim made against the Supplier arising out of or in connection with the Supplier’s use of the Specification and/or Deliverables modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. This clause 12.1.2 shall survive termination of the Contract.

12.2 The Company reserves the right to amend the specifications of the Goods (including any Specification) if required by any applicable statutory or regulatory
requirements.

12.3 The Supplier shall own and retain all Intellectual Property Rights in any designs, engineering, processes, Deliverables, product of the Services and/or Specifications created, developed, used and/or supplied under the Contract, a proposal or quotation and the Customer hereby assigns with full title guarantee all its Intellectual Property Rights subsisting in any designs, engineering, processes, Deliverables, product of the
Services and/or Specifications created, developed, used and/or supplied under the Contract.

12.4 Except for the Customer’s right to use the Goods, Services and Confidential Information in accordance with these Conditions, the Customer shall not acquire, in any
way, whether or not converted into a usable form, any title, rights of ownership, or interest in any Intellectual Property Rights of whatever nature which may exist, come into existence in, or that relate to the Goods, Services, and Confidential Information.

12.5 Without prejudice to clause 12.4, the Customer is not licensed to use the Supplier’s Intellectual Property Rights unless they have obtained the prior written consent of the Supplier.

13 Confidentiality & Annoucements

13.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

13.1.1 any information which was in the public domain at the date of the Contract;

13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

13.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract, except that the provisions of clauses 13.1.1 to 13.1.3 shall not apply to information to which clause 13.4 relates.

13.2 This clause 13 shall remain in force in perpetuity.

13.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

13.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and doesnot conflict with any provisions of clause 14.

13.5 The Customer hereby grants consent for photographs to be taken of Deliverables in situ and/or in their final placing, The Supplier shall have the right to use such images and/or photographs in its marketing and promotional activities including on its website, online, social media, advertising, marketing and promotional materials providing such use does not disclose any personal, confidential or proprietary information about the
Customer.

14 Processing of Personal Data

14.1 The Supplier only collects, processes and shares Personal Data fairly and lawfully, for specified purposes. A copy of the Supplier’s our privacy policy is at www.robertsontec.com.

14.2 The parties shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the terms of the Contract.

14.3 The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 14. This clause 14 shall survive termination or expiry of the Contract.

15 Force Majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract
for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, the party not affected may terminate the Contract by written notice to the other party.

16 Termination

16.1 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

16.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;

16.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

16.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or

16.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

16.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

16.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

16.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

16.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

16.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

16.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

16.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

16.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

16.2.8 has a resolution passed for its winding up;

16.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

16.2.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;

16.2.11 has a freezing order made against it;

16.2.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;

16.2.13 is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.12 in any jurisdiction.

16.3 The Supplier may immediately terminate the Contract at any time if the Customer undergoes a change of Control, or if it is realistically anticipated that it shall undergo
a change of Control.

16.4 The right of the Supplier to terminate the Contract pursuant to clause 16.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

16.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.

16.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

17 Notices

17.1 Any notice given by a party under these Conditions shall:

17.1.1 be in writing and in English;

17.1.2 be signed by, or on behalf of, the party giving it; and

17.1.3 be sent to the relevant party at the address set out in the Contract.

17.2 Notices may be given, and are deemed received:

17.2.1 by hand: on receipt of a signature at the time of delivery;

17.2.2 by Royal Mail Tracked post: on the secondBusiness Day after posting;

17.2.3 by Royal Mail International Tracked post: on the fourth Business Day after posting; and

17.2.4 by email: at the time of transmission or, if this time falls outside of business hours, in the place of receipt when business resumes. In this clause 17.2.4, business hours means 9.00am to 5.00pm on a Business Day in the place of receipt.

17.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:

17.3.1 on the date specified in the notice as being the date of such change; or

17.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.

17.4 All references to time are to the local time at the place of deemed receipt.

17.5 This clause does not apply to notices given in legal proceedings or arbitration.

18 Cumulative Remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

19 Time

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

20 Further Assurance

The Customer shall at the request of th Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21 Entire Agreement

21.1 The parties agree that the Contract and any documents entered into pursuant to it
constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

21.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

21.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

22 Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

23 Assignment

23.1 The Customer may not assign, subcontract, or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.

23.2 Notwithstanding clause 23.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

24 Set Off

24.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.

24.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

25 No Partnership or Agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

26 Equitable Relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special
damages.

27 Severance

27.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

27.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28 Waiver

28.1 No failure, delay, or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

28.3 A waiver of any term, provision, condition, or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

29 Compliance with Law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations, and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

30 Conflicts with Contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions and the schedule shall prevail to the extent of the conflict.

31 Costs and Expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature, and performance of the Contract (and any documents referred to in it).

32 Third Party Rights

32.1 Except as expressly provided for in clause 32.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

32.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any
such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

33 Governing Law & Jurisdiction

33.1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

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