2.1 The Contract is made by the Seller subject to these Conditions, which supersede all earlier setsofconditions issued by the Seller. Any terms and conditions proffered by the Buyer as
part of the Buyer’s purchase order or otherwise are excluded and do not form a part of the Contract.
2.2 Any order by the Buyer whether made orally orin writing or electronically shall be treated as an offerto the Seller only and any acceptance thereof by the Seller, whether made
orally or in writing or electronically or by conduct, shall be subject to the Conditions to the exclusion of all others.
2.3 No communication from the Seller, its servants or agents, whether oral or in writing or electronically shall be of any contractual effect or be relied on as a representation,
condition or warranty, and no variation of the Conditions or any part of the Contract shall be effective save as hereinafter expressly provided for unless given in writing and
signed by a Director of the Seller.
3.1 The Contract is made by the Seller subject to these Conditions, which supersede all earlier sets of conditions issued by the Seller. Any terms and conditions proffered by the Buyer as
part of the Buyer’s purchase order or otherwise are excluded and do not form a part of the Contract.
3.2 Any and all Intellectual Property Rights in or related to the Deliverables (and any improvements to the Deliverables) or the Specification belong to or shall vest in the
Seller or its suppliers.
3.3 The Buyer is licensed to use such Intellectual Property Rights only in connection with its acquisition and use or onward distribution of the Deliverables and for no other
purpose. The Buyer and any subsequent purchaser of the Deliverables is prohibited as a condition of the Contract from copying, manufacturing, reverse engineering or
otherwise replicating all or any part of the Deliverables or theSpecifications.
4.1 The Buyer shall pay to the Seller the Price in full without deduction or set-off
(i) within [0] days of delivery of an invoice for the Deliverables, or
(ii) end of month plus 30 days thereafter for approved credit account customers.
A discount of 2.50% will be allowed where payment is made before delivery or performance (as the case may be) of the Deliverables.
4.2 The time for payment of the Price is of the essence of theContract.
4.3 The Seller may set and vary credit limits from time to time and withhold all further supplies if the Buyer exceeds the creditlimit.
4.4 The Seller shall be entitled to charge interest from day to day on any overdue payments at the rate of 2% per month calculated on a daily basis from the first day of the
calendar month following the expiry of one month from the date of the delivery of the invoice untilpayment.
4.5 Delivery or performance (as the case may be) shall be of part or of the whole of the Deliverables at the discretion of the Seller, and the Buyer shall be obliged to take instalment
deliveries or performance (as the case may be) of the Deliverables unless otherwise expressly agreed in writing in accordance with clause 2.3 hereof. The Seller shall be
entitled to invoice each instalment of the Deliverables separately and the Buyer shall make payment of each instalment invoice in accordance with the terms as to payment
herein.
4.6 The Seller reserves the right to charge (and the Buyer agrees to pay) a fee, based on a daily rate, to recover the cost incurred by the Seller in the event of the Buyer failing to
collect theGoods on the agreed collection or deliverydate.
4.7 The Seller may increase the Price with immediate effect by written notice to the Buyer where there is an increase in the direct or indirect cost (including but not limited to
fluctuations in the value of any currency, changes in UK customs and excise procedures, as well as new tariffs) to the Supplier of supplying the relevant Deliverables and
which is due to any factor beyond the control of the Seller.
5.1 This Contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be
payable in full in accordance with terms of payment provided for herein, withoutreference to and notwithstanding any defect of default in delivery of any other instalment.
6.1 All prices quoted or accepted are exclusive of Value Added Tax and the Price shall be such price plus VAT at the prevailing rate.
7.1 The Seller shall be entitled forthwith (without prejudice to any of its other rights and remedies against the Buyer and without liability for breach of contract) by notice in
writing to the Buyer to cancel the Contract and/or any other contract between the Seller and the Buyer or to suspend delivery or performance (as the case may be) of all or any
part ofthe Deliverables in the following events:
7.1.1 Should any sums owing by the Buyer to the Seller be overdue, whether under the Contract and/or any other contract;
7.1.2 Should the Buyer be in breach of any provisions of the Contract and/or any other contract with the Seller or if any distress or execution shall be levied upon the
Buyer, its property or assets or if it shall become insolvent or have a receiver or administrator or an equivalent officer appointed in respect of its assets or
business.
8.1 Delivery and performance dates for the Deliverables provided by the Seller whether on the Seller’s Order Confirmation or the Seller’s Delivery Note or otherwise are estimates
only and time is not of the essence in relation to the delivery or performance (as the case may be) of the Deliverables. Although every reasonable endeavour will be made by the
Seller to meet the Buyer’s requirements for delivery or performance (as the case may be) of the Deliverables the Seller shall not be liable for any loss or damage whether direct
or indirect or consequential caused by any delay in delivery.
8.2 Alldeliveriesarranged by theSeller shall be arranged as agent fortheBuyer and oncondition that theSeller is under no obligation to contract under anything but the carrier’s
normal conditions.
8.3 TheBuyer must ensurethat proper arrangementsaremade forthereceipt oftheDeliverables ondeliveryand will indemnify theSeller against all lossesarising from failure to
comply with this obligation.
8.4 TheBuyeror purchasers fromtheBuyer shall beresponsible forinstalling theGoodsonsiteand forfollowing any instructionsprovided bytheSeller withreference to suchinstallation.
9.1 Risk in the Goods will pass to the Buyer ondelivery.
9.2 Title to the Goods will pass to the Buyer once the Seller has received payment in full for the Goods and payment in full for all debts owed by the Buyer to the Seller (including payment
for the Goods) at any given time.
9.3 Untiltitle to the Goods has passed to the Buyer, the Buyer will:
9.3.1 hold the Goods as bailee for the Seller;
9.3.2 store the Goods separately from all other material in the Buyer’s possession;
9.3.3 take allreasonable care ofthe Goods and keep them in reasonable condition;
9.3.4 insure the Goods: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equalto the Price;
9.3.5 ensure that all Goods are clearly identifiable as belonging to the Seller;
9.3.6 not remove or alter any mark on or packaging of theGoods;
9.3.7 provide the Seller such information concerning the Goods as the Seller may request from time to time;and
9.3.8 not affix the Goods to property without Seller’s consent
9.4 Notwithstanding clause 9.3, the Seller 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 Clause 7 is or is likely to occur. If, at any time before the title to the Goods has passed to the Buyer, the Buyer informs the Seller,
or the Seller reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in Clause 7 and the Goods remain in the possession or
control of the Buyer, the Seller may (without limiting any of the Seller’s other rights and remedies) require the Buyer at the Buyer’s expense to redeliver the Goods to the
Seller and if the Buyer fails to do sopromptly, enter any premises where the Goods are stored and repossess them.
9.5 Notwithstanding clause 9.3 the Seller may use or resell the Goods in the ordinary course of its business (but not otherwise). If the Buyer resells such unpaid Goods or any
other goodsin accordance with this clause 9.3, it shall hold the proceeds of sale as trustee on account of the Seller.
10.1 Subject to the conditions set out below the Seller warrants that each ofthe Deliverables shall, for a period of [24] months from delivery of the Deliverable in question,
subject to the parties ensuring they comply in all material aspects with the Specification.
10.2 The Seller’s liability for any breach of the warranty in clause 10.1 shall be limited, at the Seller’s option, to correction, replacement or re-performance of the Deliverable in
questionby the Seller provided that:
10.2.1 the Buyer notifies the Seller in writing of any complaint concerning such Deliverable delivered or performed (as the case may be) within 3 days of receipt of
them by theBuyer and prior to such Deliverable being used;
10.2.2 such notice specifies that some or all oftheDeliverables do not comply with clause 10.1 and identifying in sufficient detail the nature and extent ofthe defects; and
10.2.3 the Buyer gives the Seller a reasonable opportunity to examine the claim of the
defective Deliverables; failing which the Seller shall be under no further or other liability to the Buyer
for any such breach.
10.3 EXCEPT AS EXPRESSLY PROVIDED IN THE CONTRACT THE SELLER MAKES NO WARRANTY OR REPRESENTATION EXPRESS OR IMPLIED RELATING TO THE DELIVERABLES OR
THE SPECIFICATION AND ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS OR 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, IMPLIED STATUTORY OR OTHERWISE RELATED TO THE FITNESS
FOR PURPOSE, QUALITY, OR COMPLIANCE WITH DESCRIPTION OF THE DELIVERABLES OR THE SPECIFICATION ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY
LAW.
10.4 The buyer relies on its own skill and judgment as to the sufficiency, capacity and performance of the Deliverables and as to the suitability of the Deliverables for any purposes
for which they are required by the Buyer. The Seller shall not be responsible for any failure of any of the Goods attributable to the failure of the Buyer or any purchaser from
the Buyer to complywith any installation instructions provided by the Seller or the incorrect installation of any of the Goods by theBuyer.
10.5 If the Seller has assembled or otherwise dealt with or processed all or any part of any of the Goods in accordance with the requirements of the Buyer, these requirements
shall be as expressed and given effect to in the Specification. This relies upon the adequacy, accuracy and completeness of the information provided by the Buyer as to its
requirements whether onthe Buyer’s Purchase Order orotherwise.
10.6 The Seller shall be under no liability under or with reference to the Contract or any of the Deliverables orthe Specification for any defect in any of the Deliverables (or the way in
which they are assembled, dealt with or processed) or in the Specification which is attributable to any defect, inaccuracy, inadequacy or incompleteness of any drawing
design, specification or other material or information supplied by theBuyer.
10.7 The Buyer shall before using any of the Goods, and before parting with possession of them, test and examine them to satisfy itself that the Deliverables are of the
contractual qualityand description and are suitable for the purpose for which they are intended to beused.
11.1 The liability of the Seller under or with reference to the Contract, the Deliverables and any Other Deliverables in contract, tort, for breach of statutory duty or otherwise,
whether arising directly or indirectly, shall be limited to the amount of the Price paid by the Seller and received by the Buyer under the Contract in relation to the subject
matter ofthe claim.
11.2 The Seller shall in any event not be liable under or with reference to the Contract, the Deliverables or any Other Deliverables, tort, for breach of statutory duty or otherwise for
any consequential, indirect or punitive loss or damage, loss of profit, revenue or anticipated loss of profit, or loss of business, data or goodwill of or related to the Buyer or any
third party even if the Seller has been made aware ofthe possibility of such loss or damage.
11.3 The Buyer acknowledges that such limits of liability are reasonable in the context of theContract.
12.1 The Buyer shall indemnify, and keep indemnified, the Seller from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Seller as a result
of or in connection with the Buyer’s breach of any of its obligations under the Contract.
12.2 The Buyer 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 Buyershall supply so far as is reasonable evidence of the maintenance ofthe insurance and all of its terms from time to time applicable.
13.1 The Seller shall not be liable for any failure to carry out its obligations under the Contract if and to the extent that such failure is due to force majeure which shall mean an event
beyond the control of the Seller including but not limited to an act of war, an outbreak of hostilities (whether or not involving the United Kingdom and whether war is declared
or not), terrorism, national emergency, strikes, lock-outs, trade disputes or other labour difficulties, breakdown, delays in transport, accidents, explosions, fire, flood, drought,
tempest, abnormal weather conditions, delay in delivery of raw materials or components, or failure to obtain any necessary licenses, consents of authorities for the
exportation or importation of the Deliverables (“Force Majeure”).
13.2 The Seller shall be entitled to terminate the Contract without liability for breach of contract in the event that such a Force Majeure event continues for 30 days or longer.
14.1 The parties to the Contract will keep confidential the Contract and any confidential information relating to the other party, their business, the Deliverables, other products,
the Specification, clients, projects or otherwise which is marked as confidential or is clearly intended to be confidential (“Confidential Information”) and will provide the same
degree of protection for this as it would for its own Confidential Information and will not use, copy or disclose the same to any third party except to the extent that this is
expressly permitted under this Contract or is necessary for its proper operation.
14.2 This obligation of confidentiality will not apply to any such Confidential Informationwhich:
14.2.1 is already in the public domain at the date of the Contract or comes into the public domain subsequently other than as a consequence of any breach of the
Contract or anyrelated contract;
14.2.2 becomes known from a third party without breach of this or any other obligation ofconfidentiality;
14.2.3 is required to be disclosed by a court of law or any other competent tribunal, government or other authority or regulatorybody.
15.1 Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Buyer’sobligations only.
16.1 The parties to the Contract are to be considered as independent contractors and nothing shall be deemed to create a relationship of partnership or agency between them.
17.1 The Contract represents the entire agreement between the parties relating to its subject matter and supersedes any and all prior promises, representations, agreements,
statements and understandings whatsoever which existed or may have existed between the parties other than those expressly incorporated in the Contract. This clause shall
not exclude liability for fraudulent misrepresentation.
18.1 Any delay or failure by any party in exercising any right orremedy arising under the Contract shall not constitute a waiver of such right or remedy.
19.1 If any provisions of the Contract should be declared invalid by a court of law or other competent tribunal or governmental body then the remainder of the Contract shall
continue infull force and effect provided that it is capable of so doing.
20.1 Theparties hereto specificallyexclude theUnitedNationsConventiononContracts forthe International Sale ofGoods fromtheContract, and anytransaction that may be
implemented in connection with this Contract.
21.1 Savewhere expressly stated,theContractisnotintended to norshall it createanyrights, entitlements, claimsor benefits enforceable by anyperson thatis not apartyto it.
Accordingly, save as aforesaid, no person shallderive any benefit or have any right, entitlement or claim in relation to this Contract by virtue ofthe Contracts (Rights of
Third Parties) Act 1999.
22.1 The headings in the Conditions are included forreference purposes only and shall not be taken into account in their interpretation.
23.1 All communications and notices by and to the Seller or the Buyer shall be made or given by sending the same by hand, ordinary first class post, facsimile transmission or
electronic transmission in the case of the Buyer to the address on the Seller’s Order Confirmation (or if none the Seller’s Delivery Not e) or the Buyer’s last known address
and in the case of the Seller to Scandia House, Boundary Road, Woking GU21 5BX and if so sent by post shall be deemed to have been made or given o n the day after the
date when the same was posted and in the case of other notices will be deemed to have been given ondelivery.
24.1 The Buyer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and
all other approvals, permits and authorities as are required from time to time to perform its obligations under orin connection with the Contract.
25.1 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 shallprevail.
26 EQUITABLE RELIEF
27.1 The Contract shall be governed by and construed in accordance with the law of England & Wales and the parties hereby submit to the exclusive jurisdiction ofthe English courts.
Both parties will comply with all applicable requirements of any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any
successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU) 2016/679 and any
other directly applicable European Union regulation relating to privacy.
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