General conditions
1.1. In these terms and conditions, the following definitions shall apply:
Buyer means the person or firm who purchases the Goods and/or Services from the Seller.
Commencement Date has the meaning given to it in clause 2.4.
Conditions means these terms and conditions as amended from time to time in accordance with clause 15.8 and any special terms and conditions agreed in writing by the Seller.
Contract means the contract between the Seller and the Buyer for the supply of Goods and/or Services in accordance with these Conditions.
Delivery Address means the address provided by the Buyer to the Seller for the delivery of the Goods.
Delivery Date means the date agreed between the Buyer and the Seller for the delivery of the Goods to the Delivery Address.
Design Services means the supply of creative and/or technical design services provided by the Seller to the Buyer in accordance with these Conditions and the Service Specification.
Force Majeure Event has the meaning given to it in clause 14.
Goods means the goods (or any part of them) set out in the Order.
Goods Specification means any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Buyer and the Seller.
Installation Services means the supply of installation services for the installation of the Goods at the Installation Site, provided by the Seller to the Buyer in accordance with these Conditions and the Service Specification.
Installation Site means the site where the Goods are to be installed by the Seller.
Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order means the Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form, or the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as the case may be.
Seller means Ripple Developments Limited, registered in England and Wales with company number 01648796.
Services means the Design Services and/or the Installation Services supplied by the Seller to the Buyer as set out in the Service Specification.
Service Specification means the description or specification for the Services provided in writing by the Seller to the Buyer.
2.1. These Conditions apply to all Contracts for the sale of Goods and/or Services to the exclusion of any other terms or conditions that the Buyer seeks to apply under any purchase order confirmation or similar document, or which are implied by law, trade custom, practice or course of dealing.
2.2. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.3. All Orders for Goods and Services constitute an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions. Receipt of an Order from the Buyer shall be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. An Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.5. Any samples, drawings or advertising issued by the Seller and any illustrations or descriptions of the Goods and/or Services contained on the Seller’s website or in its marketing and sales literature are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract nor have any contractual force.
3.1. The Buyer may be required to pay a deposit to the Seller. If a deposit is payable, the deposit amount will be set out in the Seller’s written acceptance of the Order and should be paid within seven days of the Commencement Date. Where a deposit is payable, the Seller will not commence work until it has received payment of the deposit from the Buyer and will not be liable for any subsequent delay in delivery caused by the Buyer’s delay in paying the deposit to the Seller.
3.2. Any deposit paid is non-refundable except as set out in clause 11.
4.1. The Goods are described in the Seller’s quotation, as modified by any applicable Goods Specification.
4.2. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Seller arising out of or in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Goods Specification. This clause 5.2 shall survive termination of the Contract.
4.3. Where the Goods Specification is supplied by the Seller, the Goods Specification and all Intellectual Property Rights in it, shall remain the property of the Seller and shall not pass to the Buyer unless agreed by the Seller in writing.
4.4. The Seller reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Seller shall notify the Buyer in any such event.
4.5. For operational, technical and/or commercial reasons, the Seller may from time to time change the Goods Specification and/or the components, functionality or performance characteristics of the Goods to:
4.5.1. vary the design, specification or finish of the Goods; and / or
4.5.2. substitute any materials or parts used in the Goods which are unavailable with alternative materials or parts,
provided that the alteration does not materially adversely affect the performance, quality or value of the Goods.
5.1. Where the Seller agrees to deliver the Goods, the Goods shall be delivered to the Delivery Address at any time after the Seller notifies the Buyer that the Goods are ready.
5.2. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Address.
5.3. The Seller will advise the Buyer of the anticipated Delivery Date, but this is approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (see clause 14) or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4. Alternatively, the Buyer may collect the Goods from the Seller’s premises or such other location as may be agreed with the Buyer, within three working days of the Seller notifying the Buyer that the Goods are ready. Delivery of the Goods will be completed on the completion of loading of the Goods.
5.5. The Buyer shall make all arrangements necessary to collect or take delivery of the Goods whenever they are tendered for collection or delivery by the Seller at the Delivery Address. If the Buyer fails to collect the Goods on the collection date or accept delivery of the Goods on the date they are tendered for delivery by the Seller at the Delivery Address, then except where such failure or delay is caused by a Force Majeure Event (see clause 14) or by the Seller’s failure to comply with its obligations under the Contract in respect of the Goods, the Seller shall store the Goods until actual delivery or collection takes place, and charge the Buyer for all related costs and expenses (including insurance).
5.6. If, five days after the collection date or the day on which the Seller first attempted delivery, the Buyer has not collected or accepted delivery of part or all of the Goods, the Seller may resell (if possible) or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs (if applicable), charge the Buyer for any shortfall below the price of the Goods.
5.7. The Seller may deliver the Goods by instalments, and each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
5.8. The Buyer shall, where possible, notify the Seller of any non-delivery of the Goods within 7 days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the Seller of any such notice, a clear signature on a carrier’s delivery advice sheet shall be deemed to signify receipt of the Goods. If the Seller fails to deliver the Goods, its liability shall be limited to providing replacement goods of similar description and quality.
6.1. The Seller warrants that on delivery or collection, the Goods shall:
6.1.1. conform in all material respects with the Goods Specification;
6.1.2. be free from material defects in design, material and workmanship; and
6.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6.2. The Buyer must, within 3 working days of delivery or collection of the Goods, give notice in writing to the Seller if, on reasonable inspection, some or all of the Goods do not appear to comply with the warranty set out in clause 8.1. If the Buyer fails to give such notice then, except in respect of any defect which would not be apparent on reasonable inspection, the Goods shall conclusively be presumed to comply with the warranty, the Buyer will be deemed to have accepted the Goods and the Seller shall have no liability to the Buyer with respect to those Goods.
6.3. Subject to clause 8.4, if:
6.3.1. the Buyer gives notice in writing to the Seller in accordance with clause 8.2 that some or all of the Goods do not comply with the warranty set out in clause 8.1;
6.3.2. the Seller is given a reasonable opportunity of examining such Goods; and
6.3.3. the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business,
the Seller shall, at its option, repair or replace the defective Goods or make good any shortfall, or refund a proportionate part of the price of the Goods.
6.4. The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 if:
6.4.1. the Buyer makes any further use of such Goods after giving a notice in accordance with clause 8.2;
6.4.2. the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.4.3. the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
6.4.4. the Buyer alters or repairs such Goods without the written consent of the Seller;
6.4.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
6.4.6. the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.5. Except as provided in this clause 8, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1 and any representation, condition or warranty which might be implied or incorporated by statute, common law or otherwise is excluded to the fullest extent permitted by law.
6.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
7.1. The risk in the Goods shall pass to the Buyer on completion of delivery to the Delivery Address or from the time of collection. The risk shall be deemed to pass the Buyer as at the actual time of delivery or collection of the Goods irrespective of the time at which a delivery advice sheet for the Goods is signed.
7.2. Title to the Goods shall not pass to the Buyer until the earlier of:
7.2.1. the Seller receives payment in full for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
7.2.2. the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 9.4.
7.3. Until title to the Goods has passed to the Buyer, the Buyer shall:
7.3.1. hold the Goods and each of them on a fiduciary basis as a bailee for the Seller;
7.3.2. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller’s behalf from the date of delivery or collection and shall whenever requested by the Seller, produce a copy of the policy of insurance. Without prejudice to any other rights the Seller may have, if the Buyer fails to do so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable; and
7.3.3. notify the Seller immediately if it becomes subject to any of the events listed in clause 13.2.3 to clause 13.2.5 (inclusive).
7.4. Subject to clause 9.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
7.4.1. it does so as principal and not as the Seller’s agent;
7.4.2. title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs; and
7.4.3. the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
7.5. At any time before title to the Goods passes to the Buyer, the Seller may:
7.5.1. by notice in writing, terminate the Buyer’s right under clause 9.4 to resell the Goods or use them in the ordinary course of its business; and
7.5.2. require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises where the Goods are stored in order to recover them.
7.6. The Buyer shall not pledge, or in any way charge by way of security for any indebtedness, any of the Goods at any time before title passes to the Buyer. Without prejudice to any other rights the Seller may have, if the Buyer does so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.1. The Services may consist of:
8.1.1. Design Services. The Seller may provide retail space, point of purchase and/or showroom creative or technical design services to the Buyer. The Design Services will consist of the following, unless agreed otherwise between the Seller and the Buyer:
(a) Initial Consultation. The Seller will discuss the Buyer’s design requirements at an initial consultation. The Initial Consultation may include a site survey and measurements of the Installation Site, if applicable. The Seller will not carry out any structural survey of the Installation Site or offer or provide opinion or advice on structural or other building related matters. The Buyer must give to the Seller all relevant information about its design requirements and the Installation Site that will be necessary to enable the Seller to perform the Design Services, and will be solely responsible for the correctness of all such information.
(b) Provisional Design. Following the Initial Consultation, the Seller will produce a provisional design for the Buyer’s consideration. The Provisional Design will be the Seller’s interpretation of the Buyer’s requirements based on initial information and may take the form of sketches or immersive 3D renders. It is intended to form the basis for further discussion with the Buyer and be subject to subsequent changes to meet the Buyer’s requirements. The Provisional Design may include alternative suggestions between which the Buyer may choose and may include an approximate budget for its implementation or manufacture, but this will be indicative only.
(c) Final Design. Once the Buyer has considered the Provisional Design, the Seller will then develop it through further discussions with the Buyer and receipt of any further information or requirements. The Final Design will be agreed between the Seller and the Buyer in writing and will supersede and replace all versions of the Provisional Design. If the Buyer has agreed that the Seller will manufacture the Goods which are subject to the Design Services, then the Final Design will form the basis of the Service Specification.
(d) Ownership of Intellectual Property Rights. Any Intellectual Property Rights in any and all parts of any Provisional Design or Final Design shall remain the exclusive property of the Seller, unless agreed otherwise. The Buyer may use the Provisional and/or Final Design for the purpose of manufacturing the Goods however the Seller accepts no liability for goods manufactured by a third party in accordance with its Final Design.
8.1.2. Installation Services. The Seller may install the Goods at the Installation Site, after delivery, in accordance with the Service Specification.
(a) The Seller shall use reasonable endeavours to complete the Installation Services by the agreed date however this shall be an approximate only and time is not of the essence.
(b) The Buyer must notify the Seller immediately in writing if there are any changes to the Installation Site since the Services Specification was provided and before the Installation Services are due to commence. The Seller may need to alter the dimensions of the Goods to accommodate the changes to the Installation Site. If the Buyer does not notify the Seller of any changes within a reasonable period, the Seller reserves the right to charge a reasonable amount for alterations to the Goods and/or Installation Services which are required as a result of the changes.
(c) The Seller will take all reasonable steps to protect the fixtures and fittings at the Installation Site and will not be responsible for any damaged caused if such steps are taken. If the Seller has advised the Buyer that certain fixtures or fittings are at risk and/or are an obstacle to the Seller, and the Seller has reasonably asked the Buyer to move them, the Seller will not be responsible for any damage which occurs as a result of the Buyer’s failure to do so.
(d) The Buyer must give the Seller at least 2 working days’ notice if it will be unable to access the Installation Site to provide the Installation Services on a particular day or at a particular time. The Seller will not invoice for cancelled visits provided such notice is given. If less than 2 working days’ notice is given, the Seller shall invoice the Buyer at its daily rate.
8.2. The Seller shall supply the Services to the Buyer in accordance with the Service Specification in all material respects and using reasonable care and skill.
8.3. The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.4. The Seller reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
9.1. The Buyer shall:
9.1.1. ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
9.1.2. co-operate with the Seller in all matters relating to the Goods and Services;
9.1.3. provide the Seller, its employees, agents, consultants and subcontractors, with access to the Installation Site and other facilities as reasonably required by the Seller to provide the Services;
9.1.4. provide the Seller with such information and materials as the Seller may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
9.1.5. prepare the Installation Site for the supply of the Services including, at the Buyer’s expense, the provision of suitable protection for the Goods from time of delivery, any lighting and heating necessary on the site during installation, and all other facilities reasonably requested by the Seller before or during the Installation Services;
9.1.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
9.1.7. comply with all applicable laws, including health and safety laws;
9.1.8. keep all materials, equipment, documents and other property of the Seller (Seller Materials) at the Installation Site in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation; and
9.1.9. comply with any additional obligations as set out in the Service Specification and the Goods Specification.
9.2. If the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
9.2.1. without limiting or affecting any other right or remedy available to it, the Seller shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
9.2.2. the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to performance any of its obligations as set out in clause 10.2.1; and
9.2.3. the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
10.1. The price of the Goods and Services and deposit required (if any) shall be set out in the Seller’s accepted quotation. If the Contract is for Goods only, the price will be exclusive of all costs and charges in respect of installation of the Goods. The price is also exclusive of all costs and charges in respect of packaging, insurance and transportation of the Goods, which shall be invoiced separately unless otherwise agreed in writing.
10.2. The Seller reserves the right to increase the price of the Goods and/or Services, by giving notice to the Buyer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to the Seller that is due to:
10.2.1. any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
10.2.2. any request by the Buyer to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the Goods Specification or Services Specification; or
10.2.3. any delay caused by any instructions of the Buyer in respect of the Goods and/or Services or failure of the Buyer to give the Seller adequate or accurate information or instructions in respect of the Goods and/or Services.
10.3. In respect of Goods, the Seller shall invoice the Buyer on or at any time after it notifies the Buyer that the Goods are ready for delivery or collection. In respect of Services, the Seller shall invoice the Buyer once the Services have been completed, or in instalments as agreed between the Seller and the Buyer.
10.4. Other than the Deposit which, if applicable, must be paid within seven days of commencement in accordance with clause 3, the Buyer shall pay each invoice submitted by the Seller:
10.4.1. within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Seller and confirmed in writing to the Buyer; and
10.4.2. in full and in cleared funds to a bank account nominated in writing by the Seller, and
time for payment shall be of the essence of the Contract.
10.5. All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
10.6. If the Buyer fails to make payment due to the Seller under the Contract by the due date, then, without limiting the Seller’s remedies under clause 13, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.6 will accrue each day at a rate of 5% a year above National Westminster Bank Plc’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
10.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.1. The Seller has obtained insurance cover in respect of its own legal liability. The limits and exclusions in this clause reflect the insurance cover the Seller has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess loss.
11.2. The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
11.3.1. death or personal injury caused by negligence;
11.3.2. fraud or fraudulent misrepresentation;
11.3.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
11.3.4. defective products under the Consumer Protection Act 1987.
11.4. Subject to clause 12.3, the Seller’s total liability to the Buyer shall not exceed the lesser of:
11.4.1. the total charges payable under the Contract in respect of goods and services actually supplied by the Seller, whether or not invoiced; or
11.4.2. £1,000,000.
11.5. The following types of loss are wholly excluded:
11.5.1. loss of profits;
11.5.2. loss of sales or business;
11.5.3. loss of agreements or contracts;
11.5.4. loss of anticipated savings;
11.5.5. loss of use or corruption of software, data or information;
11.5.6. loss of or damage to goodwill; and
11.5.7. indirect or consequential loss.
11.6. The Seller has given commitments as to compliance of the Goods and Services with relevant specifications in clause 6 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.7. This clause 12 shall survive termination of the Contract.
12.1. If the Buyer wishes to make a change to the Goods and/or Services in its Order, it should contact the Seller at the earliest opportunity. The Seller will inform the Buyer if the change is possible. If it is possible, the Seller will confirm any changes to the price of the Goods and/or Services, their timing or anything else which would be necessary as a result of the Buyer’s requested change and ask the Buyer to confirm whether it wishes to go ahead with the change. Acceptance of any change request will be at the Seller’s absolute discretion.
12.2. The Buyer may cancel the Contract within 7 days of the Commencement Date (“Cooling Off Period”). If the Buyer has already paid for the Goods and/or Services, the Seller will refund such payment to the Buyer within 14 days, less a sum to cover any net financial loss that the Seller suffers due to the cancellation (including the deposit, if payable).
13.1. Without affecting any other right or remedy available to it, the Seller may terminate the Contract on 7 days’ written notice at any time before it despatches the Goods or before it commences the Services, if:
13.1.1. a material or substance required to manufacture the Goods is no longer in stock and the Seller is unable to re-stock; or
13.1.2. the Seller cannot carry out the Services (this may be because, for example, it has a shortage of staff or materials).
If the Seller terminates the Contract under this clause 13.1, it will refund to the Buyer any payment made in advance within 14 days of termination.
13.2. Without affecting any other right or remedy available to it, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:
13.2.1. the Buyer fails to pay any amount due under the Contract on the due date for payment; or
13.2.2. the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
13.2.3. the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
13.2.4. the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
13.2.5. the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
13.3. Without affecting any other right or remedy available to it, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 13.2.3 to clause 13.2.5 (inclusive), or the Seller reasonably believes that the Buyer is about to become subject to any of them.
13.4. On termination of the Contract:
13.4.1. the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt (less any deposit held by the Buyer); and
13.4.2. the Buyer shall return all of the Seller Materials and any Goods which have not been fully paid for. If the Buyer fails to do so, then the Seller may enter the premises where the Seller Materials and any Goods are kept and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
13.5. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
13.6. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
The Seller shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 60 days, the Buyer may terminate the Contract by giving 7 days written notice to the Seller.
15.1. Assignment and other dealings. The Seller may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Seller.
15.2. Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address notified by each party from time to time. Any notice shall be deemed to have been received:
15.2.1. if delivered by hand, at the time the notice is left at the proper address;
15.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second working day after posting; or
15.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action.
15.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 15.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
15.4. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.6. Entire agreement. The Contract and the documents referred to in it constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract or the documents referred to in it.
15.7. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.8. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.9. Governing law and jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
