Terms and Conditions of Purchase
TRANSICON LIMITED CONDITIONS OF PURCHASE
In these conditions the following words shall have the following meanings:-
1.1. “Contract” means any contract between Us and You incorporating these conditions of purchase;
1.2. “Finished Goods” means Our end products, into which the Goods have been and/or are intended to be incorporated;
1.3. “Goods” means any products and/or items (if any) being sold by You to Us or provided as part of the Services;
1.4. “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
1.5. “Services” means the services (if any) being supplied by You to Us;
1.6. “We, Us, Our, Ourselves” means Transicon Limited;
1.7. “You, Your, Yourselves” means the person from whom We order any Goods and/or Services.
- BASIS OF CONTRACT 2.1. These conditions shall govern the agreement between You and Us to the exclusion of any other terms or conditions. 2.2. These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You. 2.3. No variation to these conditions shall be binding on Us unless contained in Our order or agreed in writing between You and one of Our directors. 2.4. Orders placed by Us for Goods shall still be subject to these conditions whether or not this is expressly stated. 2.5. Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the order unless confirmed by Us in writing. You acknowledge that You do not rely on any representation and/or warranty that has not been made in accordance with these conditions. 2.6. If the Goods are to be utilised in connection with another contract between Us and a third party then the terms and conditions of such third party contract shall form part of the Contract except to the extent that the terms of such third party contract conflict with these conditions in which case these conditions shall prevail. Details of any such third party contract will be supplied upon request.
- QUALITY AND QUANTITY 3.1. It is a condition of the Contract, that the specification, quality and quantity of the Goods is as set out in Our order or as otherwise agreed in writing by an authorised representative. 3.2. It is a condition of the Contract that the Goods shall be free from any and all defects in materials, workmanship and/or design and will comply with all legal requirements and regulations relating to the Goods. 3.3. As a condition of the Contract, You guarantee that all Goods will, from the date of commissioning of the Finished Goods by Our customers, remain free from any defects in materials, workmanship and/or design for a period of 12 months. 3.4. You shall comply with all applicable regulations and/or other legal requirements concerning the manufacture, packaging, packing and/or delivery of the Goods and/or the performance of the Services. 3.5. You shall permit and/or procure that We may, at Our request, inspect and test the Goods during manufacture, processing or storage whether at Your or a third party’s premises. 3.6. If as a result of inspection or testing We are not reasonably satisfied that the Goods will comply in all respects with the Contract then We may without liability cancel the Contract. 3.7. The Goods shall be marked in accordance with Our instructions and any applicable regulations and/or requirements of the carrier. The Goods shall be properly packed and secured so as to reach their destination in an undamaged condition. 3.8. The Services must be performed by appropriately qualified and trained personnel, with due care and diligence and to the highest quality standards.
- DELIVERY 4.1. Time for delivery of Goods and/or performance of Services shall be of the essence. Goods and/or Services shall be delivered and/or performed during normal business hours. Dates for delivery and/or performance shall be as set out in Our order unless otherwise agreed by Us in writing. Time shall also be of the essence for any extension of time for delivery and/or performance agreed by Us. 4.2. If Goods and/or Services are not delivered and/or performed by the due time, We may, without having any Liability to You, cancel in whole or in part the Contract. 4.3. Risk in all Goods sold to Us shall not pass to Us until they have been unloaded at Our premises. You shall insure the Goods in transit until delivery to Our premises for all risks for an amount equal to 110% of their value. You shall procure that Our interest is noted on such policy of insurance and hold any proceeds of such insurance on trust for Us if any such Goods are damaged or destroyed in transit. 4.4. If We are unable to take delivery of the Goods at the due time for delivery You shall store them on Our behalf until We confirm that the Goods may be delivered. We will bear Your reasonable costs of such storage where the period of storage exceeds 14 days. 4.5. Any signature on Our behalf on receipt of any Goods is only confirmation that a certain number of packages has been delivered, it is not confirmation that the Goods delivered are of the correct quantity, quality, specification, materials, design and/or workmanship. 4.6. A packing note quoting the number of Our order must accompany each delivery or consignment of the Goods and must be displayed prominently. 4.7. If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and not be severable. 4.8. We shall be entitled to reject any Goods delivered which are not in accordance with the Contract. We shall not be deemed to have accepted, and may still reject any Goods, until We have had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 4.9. Goods purchased by Us may be stored for long periods before being utilised. We shall notify You of any defects in Goods as soon as reasonably practicable.
- PRICE AND PAYMENT 5.1. The price for the Goods and/or Services shall be as set out on Our order and unless otherwise so stated shall be inclusive of:- 5.1.1. any applicable value added tax (unless agreed otherwise in which case We will in addition pay VAT subject to receipt of a valid VAT invoice); and 5.1.2. all charges for packaging, packing, shipping, carriage, insurance and/or delivery of the Goods and any duties, imposts or levies other than value added tax. 5.2. No increase in the price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without Our prior written consent. 5.3. We shall be entitled to any discount for prompt payment, bulk purchase and/or volume of purchase customarily granted by You. 5.4. Payment by Us shall only be made by B.A.C.S and You must provide Us with Your correct bank details. We shall not be liable to make payment to You unless and until You have provided Us with this information. 5.5. Unless other payment terms have been agreed in writing between one of Our authorised representatives and You the terms for payment by Us shall be: 5.5.1. in respect of the Services, 60 days from the end of the month in which the Services are performed; 5.5.2. in respect of the Goods, 60 days from the end of the month in which the Goods are delivered; provided always that We have been correctly invoiced by the tenth day of the month following the month of delivery and/or performance and You have provided Us with Your correct bank details in time for payment in accordance with clause 5.4 above. If We have not been correctly invoiced by this date and/or You have not provided Us with Your correct bank details, payment shall be due 60 days from the end of the month in which We have been correctly invoiced and We have received notification of Your correct bank details.
- REJECTION OF GOODS 6.1. Where all or any part of an order or batch of Goods fail to satisfy any of the conditions of the Contract relating to specification, quality, quantity, materials, workmanship and/or design We may at Our option reject either all of the order or batch of Goods or part of such order or batch of Goods. 6.2. At Our option, any Goods which are rejected shall be either replaced by You within 7 days or We may cancel without Liability to You the contract relating to such rejected Goods and shall be entitled to a full refund of the price relating to such rejected Goods if We have paid for such Goods. 6.3. Rejected Goods may, at Our option, be made available for collection by You and shall be collected within 7 days of You being notified of their rejection or shall be sold by Us for the price attainable by Us and credit shall be given by Us for the amount We received for the rejected Goods. 6.4. We shall be entitled to reject any Services performed by You which are not in accordance with the Contract provided always that such rejection is notified to You within 30 days from the date of performance. We shall not be deemed to have accepted the adequacy and quality of performance of the Services until the expiry of that date. 6.5. Each of the exclusions and/or limitations in these conditions shall apply to liability for breach of contract, liability in tort (including negligence) and liability for breach of statutory duty. 6.6. Nothing in this Contract shall exclude or limit Our Liability for death or personal injury due to Our negligence or any Liability which is due to Our fraud or any other Liability which it is not permitted to exclude or limit as a matter of law.
- INTELLECTUAL PROPERTY RIGHTS 7.1. You will ensure that the Goods and/or Services do not infringe any intellectual property rights of any third party. 7.2. You shall ensure that the Goods and Services comply with any and all legal and/or regulatory requirements. 7.3. Any specification supplied by Us to You, or specifically produced by You for Us, in connection with the Contract, together with all patents, copyright, design rights (whether registered or unregistered) trade marks (whether registered or unregistered) or any other intellectual property rights in the specification, shall be owned exclusively by Us. 7.4. You shall not disclose to any third party or use any such specification referred to in clause 7.3 except to the extent that it is or becomes public knowledge through no fault of Your own, or as required for the purpose of the Contract. 7.5. You agree that, at Your cost, You will do all acts and execute all documents which are necessary or desirable to give effect to clause 7.3 above and/or to assist Us in the registration and/or protection of any such intellectual property rights.
- INDEMNITY 8.1. You agree to indemnify Us and keep Us indemnified against any and all damages, awards, costs (including legal costs on a full indemnity basis), expenses, claims and any other losses and/or liabilities which We may suffer directly or indirectly relating to the Goods and/or Services and/or the Contract as a result of or in connection with: 8.1.1. any act and/or omission by You or Your employees, agents and/or sub-contractors which is in breach of the Contract, or in breach of any tortious duty of care and/or in breach of any statutory duty; and 8.1.2. any claim that the Goods and/or Services infringe, or their importation, use or resale infringes the patent, copyright, design right, trade mark and/or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any specification supplied by Us.
- TERMINATION 9.1. We shall be entitled to cancel the Contract in respect of all or part of the Goods and/or Services by giving notice to You at any time up to 14 days before the due date for performance and/or delivery without any Liability to You. 9.2. Either party may immediately terminate the Contract by written notice to the other party where the other party: 9.2.1. is in breach of the terms of the Contract; 9.2.2. ceases or threatens to cease to carry on business; and/or 9.2.3. proposes to compound with its creditors, applies for an interim order under Section 252 Insolvency Act 1986, has a bankruptcy petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, an administrator or administrative receiver appointed over all or any of its assets or takes or suffers any similar or analogous action in any jurisdiction.
- GENERAL 10.1. Any notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 10.2. No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision. 10.3. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity if the other provisions of these conditions and the remainder of the provision in question shall not be affected. 10.4. All third party rights are excluded and no third parties shall have any rights to enforce a Contract and/or a Contract term. This shall not apply to any members of Our group who shall maintain their third party rights.
- ASSIGNMENT AND LAW
11.1. You shall not sub-contract any of Your obligations under the Contract without Our prior written consent.
11.2. You may not assign or transfer or purport to assign or transfer to any other person any of Your rights or obligations under the Contract without Our prior written consent. 11.3. Sections 11, 15A, 30(2A) and 35 of the Sale of Goods Act 1979 shall not apply to the Contract. 11.4. The Contract is governed by English law. Any disputes arising out of or relating to the Contract shall be determined by the exclusive jurisdiction of the English courts.
Terms and Conditions of Sale
TRANSICON LIMITED CONDITIONS OF BUSINESS
- DEFINITIONS 1.1 In these conditions the following words shall have the following meanings: “Contract” means any contract between You and Us incorporating these conditions for the sale of Products and/or the provision of the Services; “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities; “Products” means any products and/or goods ordered from Us by You or to be supplied by Us to You and/or any goods, products and/or materials which are to be utilised in the performance of the Services and in which title is intended to pass to You once the Services have been completed; “Services” means the services and/or work to be performed by Us for You; “We, Us, Our, Ourselves” means Transicon Limited; “You, Your, Yourself” means the person whose order for Products and/or Services is accepted by Us.
- BASIS OF CONTRACT 2.1 These conditions shall govern the agreement between You and Us to the exclusion of any other terms or conditions. 2.2 Orders placed by You leading to a contract which is not expressed to be subject to these conditions shall still be subject to them. 2.3 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You. 2.4 No variation to these conditions shall be binding on Us unless contained in Our quotation or agreed in writing between You and one of Our Directors. 2.5 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products unless confirmed by Us in writing.
- ORDERS AND CONTRACT 3.1 “Quotations” are not binding or capable of acceptance and are estimates only. 3.2 We shall have the right to refuse to accept any orders placed for Products and/or Services. 3.3 You shall be responsible for the accuracy of an order and for giving Us any information necessary for Us to perform the Contract. 3.4 The Contract between You and Us shall come into effect on Our acceptance of Your order.
- SAMPLES 4.1 The production of any samples or test work for You shall, unless otherwise agreed in writing, be carried out at Your cost. 4.2 If You approve any sample produced or test work performed by Us then You shall have no claim in respect of, nor any right to reject, any Products and/or Services provided the Products and/or the Services in question are of the same description, specification, quality and fitness for purpose as the sample and/or test work as appropriate.
- DELIVERY 5.1 Dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. 5.2 We will use Our reasonable endeavours to ensure delivery and/or performance on the dates specified. 5.3 Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any instalment shall not entitle You to repudiate this Contract as a whole. 5.4 Where Services are to be performed in stages, each separate stage shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any stage shall not entitle You to repudiate this Contract as a whole. 5.5 You shall have no right to reject Products and/or Services and shall have no right to rescind for late delivery and/or performance unless the due date for delivery and/or performance has passed and You have served on Us a written notice requiring the Contract to be performed and giving Us not less than 14 days in which to do so and the notice has not been complied with. 5.6 You shall be responsible at Your own cost for all arrangements to unload the Products when delivered to You. Delivery will be made between 8.00am and 5.30pm on working days. 5.7 You shall procure during normal working hours that We have free rights of access to the address for delivery for the purpose of delivering the Products. 5.8 If You refuse to take delivery of any Products and/or to allow performance of the Services then We shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this Contract as repudiated by You. 5.9 If the parties agree that the Products are to be collected from Our premises then You shall collect the Products within 3 working days of being notified that the Products are ready for collection. If the Products are not collected by You within the specified period We may despatch the Products to You at Your expense and risk and/or store the Products at Your expense and risk until despatch and/or collection.
- POSTPONEMENT 6.1 We may comply with reasonable requests by You for postponement of delivery of the Products and/or performance of the Services but shall be under no obligation to do so. 6.2 Where delivery of the Products and/or performance of the Services is postponed at Your request then You shall pay all Our costs and expenses incurred as a result including reasonable charges for storage, transportation and insurance. In addition You shall be obliged to pay for the Products and/or Services as if delivery and/or performance had not been postponed.
- PRICE 7.1 The price of the Products and/or the Services shall be as at the date of the acceptance of the order. 7.2 Except as otherwise stated, prices are ex-works, and You shall be liable to pay Our charges (if any) for transport, packaging and insurance. 7.3 Our prices are exclusive of any applicable VAT for which You shall additionally be liable. 7.4 Our terms of payment are net cash within 30 days of invoice. Time for payment shall be of the essence. 7.5 If You fail to make any payment in full on the due date We may charge You interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of Barclays Bank Plc. Such interest shall be compounded with monthly rests. 7.6 Any monies received by Us from You may be applied by Us at Our option against any interest charged prior to application against any principal sums due from You against which it may be applied in any order. 7.7 We shall be entitled to invoice each delivery of Products and/or stage of the Services separately. 7.8 You shall pay all sums due to Us under this Contract without any set-off, deduction, counterclaim or any other withholding of monies. 7.9 Payment shall not be deemed to be made until We have received either cash or cleared funds in respect of the full amount outstanding. 7.10 We shall be entitled to render an invoice to You any time on or after delivery of the Products and/or on or after completion of the Services. 7.11 If payment in full is not made to Us when due then We may withhold or suspend future or current deliveries of the Products and/or performance of the Services and delivery and/or performance under any other agreement with You. 7.12 If any confirmed order for Products and/or Services is cancelled or this Contract terminated or delivery and/or performance is suspended before completion of the Products and/or Services We shall be entitled to be paid our reasonable costs and expenses for work done in respect of the Products and on a quantum meruit basis for that part of the Services performed. We may invoice You accordingly and such monies shall be immediately due for payment.
- SPECIFICATION 8.1 Any specification supplied by Us to You shall only be approximate unless stated on Our quotation or agreed in writing. 8.2 The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in Our quotation (if agreed by You) unless otherwise agreed in writing by the parties. 8.3 You are responsible for checking the quotation and satisfying Yourself that any specification given is accurate and adequate for the Products and/or Services. 8.4 If there is an error in the specification made by Us for You then, where that error is material and it has been relied upon by You, You may cancel that part of this Contract which is affected by the error without Liability due to the cancellation. 8.5 We shall have no Liability for errors in any specification or details supplied by You and You are solely responsible for their accuracy. 8.6 You agree to indemnify Us and keep Us indemnified against all claims, losses, actions, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of Our use of specifications, details and/or drawings supplied by You. 8.7 We reserve the right to make changes to the specification of the Products and/or Services as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services. 8.8 If We do make changes to the specification of the Products and/or Services which have a material adverse effect then You shall have the right to cancel the Contract without Liability.
- INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY 9.1 You shall not make any modification to the Products or their packaging, nor alter, remove, or tamper with any trade marks used on or in relation to the Products and/or Services. 9.2 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same) in the Products and/or arising from the Services shall be owned by Us absolutely. 9.3 You agree that, at Our cost, You will do all acts and execute all documents which are necessary or desirable to give effect to clause 9.2 above and/or to assist Us in the registration and/or protection of such intellectual property rights. 9.4 We shall be free to utilise for the benefit of Our other customers any skill and/or know-how that We may develop or acquire in the performance of the Services. 9.5 You agree that You will keep confidential and not use except for purposes contemplated by this Contract all information relating to the Products and/or the Services which may be disclosed to You except where such information is public knowledge or it is required to be disclosed by law. 9.6 Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it except where such information is public knowledge or it is required to be disclosed by law.
- SITE FOR SERVICES 10.1 You will allow and/or procure sufficient access to Our employees, sub-contractors and/or agents to allow them to carry out the Services. 10.2 You will allow and/or procure sufficient unloading space, facilities, equipment and access to power supplies to allow the Services to be carried out. 10.3 You will ensure that the site where the Services are to be performed is cleared and prepared before the Services are due to commence.
- PROPERTY AND RISK 11.1 Risk in the Products shall pass to You at the time of delivery. Delivery shall be deemed to occur:- 11.1.1 at the time when the Products arrive at the place of delivery if We deliver the Products by Our own transport or We arrange transport in accordance with a specific contractual obligation; or 11.1.2 when the Products leave Our premises; or 11.1.3 after the expiration of 3 days after You have been notified of it, if the Products are available for collection from Us in accordance with clause 5.9. 11.2 Risk of damage to or loss of the Products utilised in the Services shall pass to You upon delivery to the site where they are to be utilised. We will replace free of charge any Products in which risk has passed to You if they are damaged or lost due to the neglect or default of Us, Our employees or other representatives. 11.3 We shall retain title and ownership of the Products until We have received payment in full in cash or cleared funds of all sums due for all Products and/or Services supplied to You by Us under this Contract and any other agreement between Us and You. 11.4 Until payment in full of the price for all Products supplied to You the Products shall be stored separately from any products or goods belonging to You or any third party and must be clearly marked and identified as being Our property. You agree that Our employees and/or agents shall be entitled to enter Your premises to check compliance with this clause.
- DEFAULT 12.1 If You:- 12.1.1 fail to make any payment to Us when due; 12.1.2 breach the terms of this Contract and, where the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice requiring the breach to be remedied; 12.1.3 persistently breach the terms of this Contract; 12.1.4 pledge or charge any Products which remain Our property, or cease or threaten to cease to carry on business, or propose to compound with Your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against You, or being a company, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction; 12.1.5 appear reasonably to Us to be about to suffer any of the above events; then We shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 12.2 below. 12.2 If any of the events set out in clause 12.1 above occurs in relation to You then:- 12.2.1 We may enter, without prior notice, any of Your premises (or premises of third parties with their consent) where Products owned by Us may be and repossess and dispose of or sell any Products found which are owned by Us so as to discharge any sums due to Us under this Contract or any other agreement with You; 12.2.2 We may require You not to re-sell or part with the possession of any Products owned by Us until You have paid in full all sums due to Us under this Contract or any other agreement with You; 12.2.3 We may withhold delivery of any undelivered Products and stop any Products in transit; 12.2.4 We may withhold the performance of any Services and cease any Services in progress; 12.2.5 We may cancel, terminate and/or suspend without Liability to You any agreement with You; and/or 12.2.6 all monies owed by You to Us shall forthwith become due and payable. 12.3 We shall have a lien over all property or goods belonging to You which may be in Our possession in respect of all sums due from You to Us. 12.4 Upon the termination of the Contract for any reason if any monies due to Us from You have not been paid within 14 days of such termination We may sell any property or goods over which We have a lien in accordance with clause 12.3 above (and You agree that We may give good title for such property and/or goods) and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by You to Us, thirdly in payment of any principal sums owed to Us and fourthly We shall account to You for the remainder (if any).
- GUARANTEE 13.1 We guarantee that the Products and/or Services will be free from defects in materials and/or workmanship for a period of 12 months from:- 13.1.1 in the case of Services the date of completion of the performance of the Services; and/or 13.1.2 in the case of Products the date of commissioning of the Products by You, subject to a maximum of 60 days between date of delivery and date of commissioning. 13.2 The guarantee in clause 13.1 above is given by Us subject to the following conditions:- 13.2.1 We shall be under no Liability in respect of any defect in the Products and/or Services arising from any drawing, design or specification supplied by You; 13.2.2 We shall be under no Liability in respect of any faults arising after risk in the Products has passed which is caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products and/or Services as appropriate; and/or 13.2.3 We shall be under no Liability in respect of any faults or defects caused by wilful damage, abnormal working conditions, failure to follow Our instructions, misuse, alteration or repair of Products and/or Services without Our approval, improper maintenance or negligence on Your part or a third party. 13.3 If any Products and/or Services prove to be defective and are covered by the guarantee in clause 13.1 above then We shall at Our sole option either repair or replace or re-perform such Products and/or Services. Provided We comply with this clause the repair, replacement and/or re-performance shall be Your sole remedy in respect of claims under the guarantee under clause 13.1 above. 13.4 Any work carried out by Us which is not covered by the guarantee in clause 13.1 above will be charged for. 13.5 We agree that We will repair, replace or re-perform defective Products and/or Services covered by the guarantee in clause 13.1 above within a reasonable time of being notified by You of the defect. 13.6 We shall have no Liability to You under the guarantee in clause 13.1 above unless any defect is notified to Us within 14 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by You. 13.7 The guarantee in clause 13.1 above will not apply if You have not paid in full for the relevant Products and/or Services on the due date for payment. 13.8 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
- LIMITATIONS ON LIABILITY 14.1 We will at Our option either refund the price, repair, replace free of charge or re-perform any defective Products and/or Services where the defect is apparent on inspection provided that the defect is notified to Us within 14 working days of delivery of such Products or performance of the Services. 14.2 Any defective Products must be returned to Us for inspection if requested by Us before We will have any Liability for defective Products. 14.3 We shall have the right upon Our request to inspect the subject-matter of any allegedly defective Services, and We will not have any Liability for defective Services until We have been allowed to make such inspection. 14.4 We may at Our sole discretion replace, repair free of charge or re-perform defective Products and/or Services which are not notified to Us within the specified time limit where in Our opinion the defect would not have been ascertainable on inspection and has been notified to Us as soon as reasonably practicable. 14.5 We will at Our option replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Us within 14 working days of delivery or, in the event of total non-delivery, this fact is notified to Us within 14 working days of receipt of the invoice by You. 14.6 We shall have no Liability for any defect in the Products caused or contributed to as a result of the Products being used for display or demonstration purposes or being handled by Your customers. 14.7 We shall have no Liability for defective Products and/or Services where the defect has been caused or contributed to by You. 14.8 We shall have no Liability to You if the price for the Products and/or the Services has not been paid in full by the due date for payment. 14.9 We shall have no Liability to You for defective Products and/or Services, Products not despatched or Products damaged or lost in transit unless the event is notified to Us within the appropriate time limit set out in this Contract. 14.10 We shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by Your continued use of defective Products and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to You. 14.11 You shall give Us a reasonable opportunity to remedy any matter for which We are liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so We shall have no Liability to You. 14.12 You shall produce to Us written evidence of any claims for which it is alleged that We are liable together with written details of how loss was caused by Us and the steps You have taken to mitigate the loss before We shall have any Liability for the claim by You. 14.13 We shall have no Liability to You to the extent that You are covered by any policy of insurance and You shall ensure that Your insurers waive any and all rights of subrogation they may have against Us. 14.14 We shall have no Liability for any matters which are outside Our reasonable control. 14.15 We shall have no Liability to You for any:- 14.15.1 consequential losses (including loss of profits and/or damage to goodwill); and/or 14.15.2 financial, economic and/or other similar losses; and/or 14.15.3 special damages and indirect losses; and/or 14.15.4 business interruption, loss of business, contracts and/or opportunity. 14.16 You shall be under a duty to mitigate any loss, damage, costs or expenses that You may suffer. 14.17 Our total Liability to You in respect of any Contract shall not exceed the total value of the relevant Contract. 14.18 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of: 14.18.1 Liability for breach of contract; 14.18.2 Liability in tort (including negligence); and 14.18.3 Liability for breach of statutory duty; except clause 14.17 above which shall apply once only in respect of all the said types of Liability. 14.19 Nothing in this Contract shall exclude or limit Our Liability for death or personal injury due to Our negligence or any Liability which is due to Our fraud or any other Liability which it is not permitted to exclude or limit as a matter of law. 14.20 Nothing in this Contract shall exclude or limit any of Your statutory rights which may not be excluded or limited due to You acting as a consumer. 14.21 The limitations in this Contract are necessary in order to allow Us to provide the Products and/or the Services at Our current prices. 14.22 If You require greater protection then We will agree to modify the limitations and extend Our guarantees in return for the payment of a higher price for the Products and/or Services.
- GENERAL 15.1 You agree to indemnify and keep indemnified Us against any and all losses, lost profits, damages, costs (including legal costs on a full indemnity basis), claims, actions and any other losses and/or liabilities suffered by Us and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by You. 15.2 No waiver by Us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. 15.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect. 15.4 We shall not be liable to You for any delay in performance of this Contract to the extent that that such delay is due to any events outside Our reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If We are affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance. 15.5 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.