TERMS AND CONDITIONS OF SALE OF GOODS AND/OR SUPPLY OF SERVICES
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions: (a) “Additional Charges” means the costs of carriage and additional packaging, any tax, levy, impost, duty or other charge of a similar nature in respect of or by reason of the sale, delivery, export or import of the Goods, courier and messenger costs and any other additional charges payable by the Buyer to the Seller in addition to the Price; (b) “Buyer” means the person who has entered into the Contract to buy the Good and/or Services; (c) “Conditions” means these terms and conditions of sale of Good and/or supply of Services; (d) “Contract” means any agreement for the sale of Goods and/or the supply of Services by the Seller to the Buyer in accordance with Condition 2.4 and includes any International Contract; (e) “Costs” means all costs (including but not limited to any fees for debt collection services, legal fees (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Seller (either directly or indirectly) including VAT and any other expenses; (f) “Due Date” means the date upon which the payment is due in accordance with Condition 7.2 or Condition 7.3; (g) “Goods” means any Machinery or other goods supplied by the Seller to the Buyer pursuant to the Contract; (h) “Incoterms” means the Incoterms Rules 2010; (i) “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and “Intellectual Property Right” means any one of the Intellectual Property Rights; (j) “International Contract” means any Contract for the sale of the Goods and/or the supply of Services where the Goods are to be delivered to or the Services are to be performed at a location outside the United Kingdom; (k) “Machinery” means any machinery, equipment or tools sold to the Buyer by the Seller pursuant to the Contract; (l) “Order” means the Buyer’s order as confirmed by the Seller; (m) “Price” means the price payable by the Buyer to the Seller for the purchase of the Goods or the supply of Services as specified by the Seller; • “Quarter” means each three-calendar month period ending on 31 March, 30 June, 30 September and 31 December during a Contract. (p) “Seller” means Frugalpac Limited, a company incorporated in England & Wales with company registration number 07600690 and with its registered office at Frugal House, 30 Wharfedale Road, Ipswich, Suffolk IP1 4JP, England; (q) “Services” means any or all of the following services supplied by the Seller to the Buyer pursuant to the Contract:
• the installation of Machinery;
• the commissioning of Machinery;
• the repair, maintenance and/or servicing of Machinery;
• graphical design;
• technical design and/or drawing;
• scientific analysis and/or reporting;
• supply chain management.
“Unpaid Amount” means any sum payable to the Seller under the Contract which has not been paid by the Buyer to the Seller by the Due Date;
1.2 References to a person include any individual, company, partnership or unincorporated association (whether having separate legal personality. 1.3 References to a provision of law is a reference to that provision as amended or re-enacted
1.4 References to one gender include all genders and references to the singular include the plural and vice versa.
1.5 References to “writing” or any cognate expression includes communications by fax, email and comparable means of communication but excludes text messages. 1.6 Headings are for ease of reference only. 1.7 The words “include”, “including”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.
2. BASIS OF SALE AND SUPPLY
2.1 These Conditions apply to the sale and/or supply by the Seller of all Goods and/or Services purchased by the Buyer and these Conditions shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by the Buyer.
2.2 No variation of these Conditions shall be effective unless in writing and signed by or on behalf of the Buyer and the Seller.
2.3 Each order for the purchase of Goods and/or Services by the Buyer shall be deemed an offer by the Buyer to purchase the Goods and/or Services subject to these Conditions.
2.4 These Conditions shall become legally binding on the Buyer when the Seller confirms the Order by email to the Buyer.
2.5 The Seller’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in this Condition excludes the Seller’s liability for fraudulent misrepresentation. 2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documentation or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 2.7 Any tenders or quotations submitted to the Buyer shall not constitute an offer and shall remain valid for the period stated therein but, if no period is specified, such tenders and quotations shall be valid for 30 days from the date thereof.
3. ORDERS AND SPECIFICATIONS
3.1 The specification of the Goods and/or Services are available on request.
3.2 Where the Seller confirms the details of the Contract in writing, the Buyer shall bring any discrepancies to the Seller’s notice immediately and, if the Buyer fails to do so, the Buyer shall be bound by the details contained, mentioned or referred to in the written confirmation of the Contract.
3.3 The Seller reserves the right to make any changes to the specification of the Goods and/or Services which are required so that the Goods and/or Services conform with any applicable statutory requirement, provided that any such changes shall not materially affect the nature or quality of the Goods and/or Services.
3.4 No Order may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4. PACKAGING AND DELIVERY
4.1 The packaging of the Goods shall be entirely at the discretion of the Seller and the Seller shall have the right to pack all Goods in such manner and in such quantities as the Seller thinks fit and shall not be obliged to comply with any packaging requests or instructions from the Buyer unless agreed by the Seller and the Buyer in writing. The cost of any additional packaging requests or instructions agreed by the parties or deemed necessary by the Seller shall be an Additional Charge.
4.2 Unless otherwise agreed in writing the Seller shall use all reasonable Seller shall reasonably 6.3.2 the [CURRENCY] has weakened against GBP either in the period reasonable endeavours to deliver the Goods to and/or perform the Services the Services at the since the commencement of this Contract, or where the Price has Services at the address agreed between previously been adjusted under this Contract in accordance with this the parties on the date indicated by the Seller or the date agreed Condition 6.3 (‘Price Adjustment), the period since the previous Price between the parties, but the time of delivery or performance shall not Adjustment by more than 2.5%, the price may be adjusted by the Seller be of the essence and, if despite those endeavours, the Seller is unable to reflect this.] for any reason to fulfil any delivery of the Goods or perform the [6.4 For the purposes of clause 6.2, the exchange rate shall be calculated Services on the date so indicated by the Seller or agreed between the by reference to the relevant Interbank Rate as stated in parties, the Seller shall not be deemed to be in breach of contract or www.oando.com. have any liability to the Buyer. 6.5 The Price of any Machinery is exclusive of any additional caging or
4.3 The Seller shall have the right to deliver any Goods ordered in guarding (over and above that supplied with the Machinery) which is instalments. either:
4.4 Failure by the Seller to deliver any one or more of the instalments in 6.5.1 required by the Buyer; or accordance with these Conditions or any claim by the Buyer in respect 6.5.2 required by law or recommended by the Seller as prudent in of the Goods delivered in any one or more instalments shall not entitle order to comply with any applicable law. the Buyer either to treat the Contract as repudiated or to 6.6 The Seller reserves the right, by giving not less than 1 month months’ notice reject or refuse to take delivery of any of the Goods delivered in any to the Buyer at any time before delivery, to increase the Price of the other instalment. Goods and/or Services and /or Additional Charges to reflect any
4.5 If the Seller fails to deliver the Goods (or any instalment thereof) or increase in the costs to the Seller which is due to any factor beyond the perform the Services for any reason other than any cause beyond the control of the Seller. Seller’s reasonable control or the Buyer’s fault, and the Seller is 6.7 The Seller reserves the right to charge the Buyer for any additional accordingly, liable to the Buyer, the Seller’s liability shall be limited to work undertaken over and above that which would have been the excess (if any) of the cost to the Buyer (in the cheapest available otherwise required (including any expenses or financial penalties market) of similar Goods or Services to replace those not delivered or incurred by the Seller) as a result of any instructions supplied by the performed over the Price of the Goods or Services, subject always to Buyer being incomplete, inaccurate, illegible, out of sequence, in the the limitations on liability set out in Condition 10.7. wrong form or provided to the Seller too late to enable it to meet a
4.6 If the Buyer fails to take delivery of the Goods (otherwise than by deadline. reason of the Seller’s fault) or fails to give the Seller adequate instructions for delivery, then, without prejudice to any other right or 7. PAYMENT TERMS remedy available to the Seller, the Seller may: – 7.1 The Seller shall be entitled to invoice the Buyer for the Price of the 4.6.1 store the Goods until actual delivery and charge the Buyer for the Goods and/or the Services and where applicable any Additional reasonable costs (including insurance) of storage and redelivery; or Charges on or at any time after the Seller has: 4.6.2 sell the Goods at the best price readily obtainable and (after 7.1.1 dispatched the Goods (or any instalment thereof); or deducting all reasonable storage and selling expenses) charge the 7.1.2 performed or tendered performance of the Services. Buyer for any shortfall below the Price and any Additional Charges 7.2 Subject to Condition 7.3, the Buyer shall pay the Price of the Goods under the Contract. and/or Services and where applicable any Additional Charges within 30
4.7 The Buyer shall accept delivery of the Goods and shall promptly load days of the date of the Seller’s invoice by bank transfer. or unload the Goods (as applicable). The Buyer shall be charged for 7.3 Where the Contract includes in whole or in part the sale of wasted time at the Seller’s standard rate and any other expenses Machinery, the payment terms detailed in Condition 7.2 shall apply incurred by the Seller: – unless the price for such Machinery is £5,000 or more in which case, 4.7.1 for any delay in unloading the Goods; unless agreed otherwise in writing, the Buyer shall pay the Price and 4.7.2 for each repeat delivery where the Seller or Seller’s carrier leaves where applicable any Additional Charges in the following instalments: the delivery point and subsequently returns to the delivery point with 7.3.1 30% at the time the Buyer’s order is confirmed by the Seller; the Goods; or 7.3.2 60% when the Seller notifies the Buyer that the Machinery is 4.7.3 as a result of the Buyer’s inability or unwillingness to accept ready for delivery; and delivery of, or to collect the Goods. 7.3.3 10% within 30 days of the date of the Seller’s invoice.
4.8 The Buyer shall notify the Seller in writing of any shortfall of Goods 7.4 Notwithstanding the provisions of Conditions 7.2 and 7.3 above, delivered within 3 working days of delivery, or in the event of non- if the Buyer fails to pay the Price of any Goods delivery of a consignment, within 3 working days of the agreed and/or Services together with any Additional Charges by the Due Date, delivery date. Notification must be by telephone followed by written all invoices issued to the Buyer by the Seller in respect of any Goods confirmation within 2 working days. The Seller shall be entitled to and/or Services sold or supplied and any Additional Charges pursuant make good any shortage or non-delivery of a consignment of the to this Contract and any other Contract shall immediately fall due for Goods. The Seller shall be entitled to payment and any credit offered or extended by the Seller to the Buyer make good any shortage or non-delivery of a consignment of the in respect of the same shall be cancelled forthwith. Goods. Where it does not do so, it shall notify the Customer in writing 7.5 The Seller shall be entitled to recover the Price and any Additional of its decision and the Price shall be adjusted on a pro-rata basis. Charges, notwithstanding that delivery of the Goods and/or Services may not have taken place and the title in the Goods may not have
5. RISK passed to the Buyer. The time of payment of the Seller’s invoices shall Risk in the Goods shall pass to the Buyer at the be of the essence of the Contract. time of delivery to the Buyer. 7.6 If the Buyer fails to make payment on the Due Date or in any other way breaches the terms of this Contract, then, without prejudice to any other right or remedy available to the Seller: 7.6.1 the Seller shall be entitled to: –
6. PRICE 18.104.22.168 charge the Buyer interest (both before and after 6.1 The Price for the Goods and/or Services shall be the price specified by judgement) on the Unpaid Amount at the rate of 5% per annum above the Seller, and, unless otherwise stated, shall be: the Seller’s bankers base rate current from time to time; 6.1.1 exclusive of Value Added Tax (which the Buyer shall be
22.214.171.124 cancel or suspend any further deliveries of Goods and/or additionally, liable to pay to the Seller); and Services agreed to be sold by the Seller to the Buyer or any instalment 6.1.2 calculated on an Ex-Works basis. [6.2 The Price is based in GBP thereof; and translated for [CURRENCY] pricing at the rate specified in 126.96.36.199 sell or otherwise dispose of the Goods and/or any other goods which Agreed. Throughout the term of this Contract the Seller reserves which are the subject of any order by the Buyer the right to change the Price to reflect the impact of currency and apply the proceeds of sale to the Unpaid fluctuation of [CURRENCY] against GBP in accordance with Condition Amount or to the reduction in excess over the maximum credit facility; 6.3. 188.8.131.52 appropriate any payment made by the Buyer to such of the 6.3 The relevant exchange rate shall be subject to review by the Seller at Goods and/or Services (or goods and/or services supplied under any the end of each Quarter. Where at the time of the review either? – other order from the Buyer) as the Seller may think fit; and 6.3.1 the [CURRENCY] has strengthened against GBP in the 184.108.40.206 by notice to the Buyer unilaterally vary the Buyer’s credit period since the commencement of this Contract, or where the Price available and/or payment terms for future Contracts. has previously been adjusted under this Contract in accordance with
7.6.2 The Buyer shall indemnify the Seller for all Costs this Condition. incurred by the Seller (either directly or indirectly) (‘Price Adjustment’), the period since the previous Price in seeking or securing payment of any Unpaid Amount or Adjustment, by more than 2.5%, the Price may be adjusted by the otherwise pursuing any claim for damages for breach of the Contract.
Seller to reflect this; or The indemnity shall apply whether the Buyer has been negligent or at fault. Nothing in this Condition 7.6.2 shall restrict or limit the Buyer’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. The limitations set out in Condition 10 do not apply to the indemnity in this Condition 7.6.2.
7.7 Unless otherwise agreed in writing by the Seller, all queries from the Buyer regarding any invoice must be received prior to the required payment date in Condition 7.2 or where applicable Condition 7.3. 7.8 Unless agreed otherwise in writing, payment shall be made in pounds sterling. Payment received in any other currency will not be deemed payment in full, notwithstanding the fact that any such currency other than pounds sterling may, at the Seller’s sole discretion, be accepted in part payment of the Goods and/or Services. 7.9 The payment terms in this Condition apply save to the extent that they are inconsistent with any payment term otherwise agreed in writing between the parties.
8.1 Title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price for the Goods and/or Services and any Additional Charges and all other sums payable by the Buyer to the Seller for which payment is then due. 8.2 Until such time as title in any Goods delivered by the Seller passes to the Buyer, the Buyer shall hold such Goods as the Seller’s fiduciary agent and bailee and shall keep such Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use such Goods in the ordinary course of its business. If Goods are damaged or destroyed by an insured risk prior to the Price for such Goods being paid by the Buyer, the Buyer shall receive the proceeds of any such insurance as trustee for the Seller and shall promptly pay such proceeds to the Seller. 8.3 Until such time as title in any Goods which have been delivered by the Seller passes to the Buyer (and provided such Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up such Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where such Goods are stored and mark identify and repossess such Goods and the Buyer grants the Seller an irrevocable licence to enter any premises of the Buyer for such purposes. 8.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
9. INTERNATIONAL CONTRACTS DISTINGUISHED
9.1 When or where delivery shall take place and the time that risk shall pass from the Seller to the Buyer shall be determined, in the case of an International Contract, by the Incoterms agreed between the parties. When or where delivery shall take place and the time that risk shall pass in respect of all other contracts shall be determined by Conditions 4 and 5.
9.2 Any provisions contained in these Conditions relating to delivery (save those provisions (or part thereof) which state when or where delivery shall take place) shall apply to all Contracts (including International Contracts).
9.3 Notwithstanding any presumptions raised by the use of any Incoterm, in the case of an International Contract title in the Goods shall pass in accordance with Condition 8 of these Conditions.
9.4 Unless otherwise agreed in writing, the Incoterm governing the International Contract shall be Ex-Works.
9.5 Unless otherwise agreed in writing, the Price of the Goods and/or Services shall, in the case of an International Contract, be calculated on an Ex-Works basis and the Seller shall be entitled to charge the cost of the carriage, insurance, freight, tax and duty incurred by the Seller in delivering the Goods to the Buyer irrespective of the Price for the total Goods ordered and the Buyer shall be liable to pay the same to the Seller.
9.6 Unless otherwise agreed in writing, payment under an International Contract for Goods and/or Services shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller in a form acceptable to the Seller and confirmed by a first-class London Bank.
10. WARRANTIES AND LIABILITY 10.1 Subject to the Conditions set out below, the Seller warrants that:
10.1.1 the Goods will correspond with the specification and will be free from material defects in quality or workmanship for a period of 3 months from the date of delivery;
10.1.2 the Machinery will correspond with the specification and will be free from material defects in quality or workmanship for a period of 6 months from the date of delivery unless otherwise agreed in writing.
10.2 Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.3 The Buyer shall not be entitled to reject the Goods where the alleged defect or breach of contract is so slight that it would be unreasonable for the Buyer to reject the Goods.
10.4 The Seller shall not be liable for any of the warranties in Condition 10.1 unless the Buyer notifies the Seller in writing of the nature of the claim within 7 days of the date of delivery of the Goods and the Seller is given a reasonable opportunity after receiving the notice of examining the Goods and the Buyer complies with any request from the Seller to return the Goods or a sample as requested by the Seller to the Seller’s place of business at the Buyer’s cost for examination to take place there.
10.5 The Seller shall not be liable for breach of warranty under Condition 10.1 if: 10.5.1 the Buyer makes any further use of such Goods and/or Services after giving notice under Condition 10.4; 10.5.2 the defect arises because the Buyer has failed to follow the Seller’s or manufacturer’s instructions (whether oral or in writing) as to the storage, installation, commissioning, proper use and maintenance of the Goods and/or Services or (if there are none) good trade practice; or 10.5.3 the Buyer alters or repairs the Goods and/or Services without the written consent of the Seller.
10.6 Where any valid claim in respect of the Goods and/or Services is made by the Buyer, the Seller shall be entitled at its option to: 10.6.1 replace, repair or correct the Goods (or the part in question) found not to conform to the warranty; 10.6.2 re-perform the relevant part of the Services found not to conform to the warranty free of charge; or 10.6.3 refund to the Buyer the Price of the Goods and/or Services (or a proportionate part of the Price) found not to conform to the warranty, and, subject to Condition 10.9, the Seller shall have no further liability to the Buyer.
10.7 Subject to Condition 10.9, the Seller’s liability in connection with the sale of Goods and/or the supply of Services shall be as follows: 10.7.1 in respect of any loss of profits, loss of business, loss of goodwill, loss of anticipated savings or loss of use, the Seller’s liability shall be nil; 10.7.2 for any type of consequential, special or indirect loss or damage, the Seller’s liability shall be nil; 10.7.3 in respect of physical damage or loss of the Buyer’s tangible property to the extent that it results from the wilful default or negligence of the Seller, its employees, agents or contractors, the Seller’s liability shall not exceed the Price paid for the Goods and/or Services; and 10.7.4 in respect of all direct loss (whether in contract, tort or otherwise) the Seller’s total liability under the Contract shall not exceed the Price paid for the Goods and/or Services.
10.8 The Seller shall not be liable to the Buyer nor be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Contract if the delay or failure was due to any cause beyond the Seller’s reasonable control such as (but without limitation) any strike, lock-out or other form of industrial action, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or inability to procure materials required for performance of the Contract.
10.9 The Buyer is responsible for obtaining all necessary export licences and complying with all regulations governing the admission of the Goods into the country of destination and for the payment of all custom duties, port duties and charges. 10.10 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the negligence of the Seller.
11. BUYER’S WARRANTIES
11.1 The Buyer warrants that: 11.1.1 it will co-operate with the Seller in all matters relating to the Services;
11.1.2 it shall not remove or modify any safety devices on the Machinery without the Seller’s prior written approval;
11.1.3 the load bearing capacities of any floor, wall, ceiling or other structure on which the Machinery is to stand is adequate for the purposes of the Machinery and the Seller shall have no responsibility or liability in relation thereto; 11.1.4 all facilities for the installation and operation of the Machinery such as electricity, gas, water and compressed air are in good working order, suitable for the purposes for which they are used in relation to the Services and conform to all relevant standards or requirements and shall promptly be made available to the Seller upon request free of charge to enable the Seller to install the Machinery in one continuous operation;
11.1.5 it will provide to the Seller, its employees, agents and sub- contractors in a timely manner and at no charge access to the Buyer’s premises and other facilities (“Relevant Premises”) as requested by the Seller and as necessary to enable the Seller to perform its obligations under these Conditions;
11.1.6 it will provide in a timely manner such data, designs, reports and all other information as the Seller may request and ensure that it is accurate in all material respects;
11.1.7 it will carry out all actions agreed between the parties on the times and dates required;
11.1.8 the Relevant Premises at which the Services are to be performed by the Seller and all equipment employed on it shall comply with all statutory and regulatory requirements relating to the health and safety of persons gaining entry to the Relevant Premises and the Buyer shall inform the Seller of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Relevant Premises; and
11.1.9 it will obtain before the date on which the Services are to start and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the data referred to in Condition 11.1.6.
11.2 If the Seller’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors or employees, the Seller shall not be liable for any costs, expenses, losses or charges sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay. 11.3 Notwithstanding the provisions of Condition 11.2, the Seller may charge the Buyer as an Additional Charge for any additional reasonable costs and expenses incurred by the Seller caused by the Buyer’s instructions, failure to provide instructions or failure to comply with Condition 11.1.
11.4 If for any reason, when the Seller attends the Relevant Premises to perform the Services, the Relevant Premises or equipment employed on it do not in the Seller’s reasonable opinion comply with the requirements referred to in Condition 11.1, the Seller at its option may: 11.4.1 elect to carry out the Services but may charge the Buyer for any costs it incurs in preparing the Relevant Site to satisfy such requirements, in accordance with Condition 11.3; 11.4.2 elect to remain on the Relevant Premises whilst the Buyer takes the necessary steps so that the Relevant Premises comply with the requirements referred to in Condition 11.1. The Seller shall charge for such waiting time at the rates specified in the quotation (or if none then its current rate) for waiting time; or 11.4.3 elect to leave the Relevant Premises and return at some time in the future on a date to be agreed by the parties by which time the Buyer will ensure that the Relevant Premises comply with the requirements referred to in Condition 11.1. The Seller may charge for its wasted time in accordance with the rate specified in the quotation (or if none then its current rate) for wasted time. 11.5 Where the Seller has submitted a quotation prior to an inspection of the Relevant Premises, the Seller reserves the right to withdraw from any such quotation or other responsibility if, in the Seller’s sole opinion, access to or the condition of the Relevant Premises is unsuitable or unsafe for the Services to be performed.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Where any writing or other mark or design is applied to the Goods either at the Buyer’s request or to the Buyer’s specification, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any Intellectual Property Rights of any person which results from the Seller’s use of the Buyer’s specification.
12.2 The Buyer acknowledges that any and all Intellectual Property Rights (save those Intellectual Property Rights referred to in Condition 12.1) subsisting in or used in connection with the Goods and/or Services, including all documentation literature and manuals relating thereto, are and shall remain the property of the Seller or such other third party as the case may be and the Buyer shall have no property rights therein, unless the same shall be granted in writing by the Seller or said third party.
13. TERMINATION AND CONSEQUENCES
13.1 Without prejudice to any other remedies or rights whether under the Contract or otherwise, the Seller may terminate the Contract at any time by written notice to the Buyer and the notice taking effect as specified in the notice if: 13.1.1 the Buyer commits a breach of any of these Conditions and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing;
13.1.2 the Buyer suspends or threatens to suspend payment of its debts or makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) is unable to pay its debt as they fall due or becomes subject to an administration order or a winding-up petition or another insolvency procedure (otherwise than for the purposes of amalgamation or reconstruction);
13.1.3 a creditor or an encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of any of the property or assets of the Buyer;
13.1.4 the Buyer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 13.1.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
13.2 For the purposes of Condition 13.1.1, a breach shall be considered capable of remedy if the Buyer can comply with the provision in question in all respects other than as to the time of performance (if time of performance is not of the essence).
13.3 The Seller may terminate the Contract if the Buyer fails to pay any sum due under the Contract. including any interest accrued, in full cleared funds in accordance with Condition 7.
13.4 Upon termination of the Contract for any reason:
13.4.1 the Buyer shall immediately pay to the Seller all outstanding invoices and, in respect of any part of the Price or other sums payable by the Buyer for which no invoice has been submitted, the Seller may submit an invoice which shall be payable immediately on receipt; and 13.4.2 the accrued rights and remedies of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
14.1 Any notice required or permitted to be given by either party to the other under these Conditions 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.
14.2 If any provision of these Conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the validity of the other provisions of these Conditions shall remain in full force and effect.
14.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 The Seller may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer shall not, without the prior written agreement of the Seller, assign, transfer, charge, sub-contract or deal in any manner with all or any of its rights or obligations under the Contract.
14.5 The rights and remedies available to either of the parties under the terms of the Contract are cumulative and not exclusive of any rights or remedies provided by law. No exercise by the parties of any such right or remedy is to restrict or prejudice the exercise of any other right or remedy granted by the Contract or otherwise available to that party.
14.6 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of or enjoy any benefit under this any rights under this Contract.
14.7 The Contract and any non-contractual obligations arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts. These Conditions constitute the entire agreement between the parties in relation to its subject matter to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous written or oral agreement between the parties in relation to the matters dealt with in these Conditions.