Terms & Conditions
CONDITIONS OF SALE- UK
1 INFORMATION ABOUT US AND HOW TO CONTACT US
Who we are. We are Typhoon International Limited a company registered in England and Wales. Our company registration number is 00462364 and our registered office is at c/o Ocean Safety, Saxon Wharf, Lower York Street, Southampton, SO14 5QF, UK. Our registered VAT number is 438753029.
How to contact us. You can contact us by telephoning our customer service team at +44 (0) 1642 486 104 or by writing to us at email@example.com Limerick Road, Dormanstown Industrial Estate, Redcar, Cleveland TS10 5JU UK. We may record calls for quality and training purposes.
How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order. If we have to contact you, we will do so by e-mail or by pre-paid post to the address you provided to us in your order.
2 ARE YOU A BUSINESS CUSTOMER OR A CONSUMER?
In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
• You are an individual.
• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). Provisions specific to consumers only are in blue and those specific to businesses only are in red. All provisions in black apply to both consumers and businesses.
3 THESE TERMS
3.1 What these terms cover.
These are the terms and conditions on which we will supply goods and/or services to you.
3.2 Why you should read them.
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide goods and/or services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
3.3 If you are a business customer this is our entire agreement with you.
If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assuranceorwarrantymadeorgivenbyoron behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4 MAKING AN ORDER AND CONTRACT FORMATION
4.1 Acknowledging receipt of your order.
After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted.
4.2 How we will accept your order.
Our acceptance of your order will take place when we either tell you in person that we are able to provide you with the goods and/or services or if we email, write or call you to accept it, at which point a contract between you and us will come into existence.
4.3 If we cannot accept your order.
If we are unable to accept your order, we will inform you of this and will not charge you for the goods and/or services. This might be because a) the goods are out of stock, b) because of unexpected limits on our resources which we could not reasonably plan for, c) because a credit reference we have obtained for you does not meet our minimum requirements, d) because we have identified an error in the price or description of the goods and/or services or e) because we are unable to meet a delivery deadline or perform the services on the date you have specified. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
5 OUR GOOD
5.1 Goods may vary slightly from their pictures.
The images of the goods on our website or in our brochure are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours or a picture in our brochure accurately reflects the colour of the goods. Your goods may vary slightly from those images.
5.2 Goods packaging may vary.
The packaging of the goods may vary from that shown in images on our website or in our brochure.
5.3 Making sure your specifications are accurate.
If you require us to provide goods and/or services bespoke to your requirements or measurements, you will responsible for ensuring that the specification is accurate.
6 YOUR RIGHTS TO MAKE CHANGES
6.1 If you wish to make a change to the goods and/or services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the goods and/or services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6.2 If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to cancel the contract (see clause 9 Your rights to cancel the contract).
7 OUR RIGHTS TO MAKE CHANGES
7.1 Changes to the goods and/or services and these terms.
As either told to you over the telephone or in the course of email exchanges or as set out on our website and brochure, we may change the goods and/or services to reflect changes in relevant laws and regulatory requirements. We may also amend these terms from time to time and if we do so we will notify you before the changes take effect. If you do not agree to the changes, you may contact us to end the contract and receive a refund for any goods and/or services paid for but not received.
8 PROVIDING THE GOODS AND/OR SERVICES
8.1 Delivery costs.
The costs of delivery will be as told to you over the telephone or in the course of email exchanges or as set out on our website and brochure.
8.2 Packaging costs.
A packaging charge may be added to all orders for delivery. The costs of packaging will be as told to you over the telephone or in the course of email exchanges or as set out on our website and brochure.
8.3 When we will provide the goods and/or services.
During the order process we will let you know when we will provide the goods and/or services to you. If the services are ongoing services, we will also tell you during the order process when and how you can cancel the contract.
8.3.1 In respect of goods
a) If you are a consumer, we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
b) If you are a business customer, the delivery date will be as told to you over the telephone, in order confirmation, or in the course of email exchanges and may be updated from time to time.
8.3.2 In respect of services
on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
8.3.3 If the services are ongoing services
we will supply the services to you until either the services are completed or you end the contract as described in clause 9 or we end the contract by written notice to you as described in clause 11.
8.4 We are not responsible for delays outside our control.
If our supply of the goods and/or services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any goods and/or services you have paid for but not received.
8.5 Collection by you.
If you have asked to collect the goods from our premises, you can collect them from us at any time during our working hours of 8.30 to 16.30 Monday to Thursday and 08.30 to 13.00 on Friday’s (excluding public holidays).
8.6 If you are not at home when the goods are delivered.
If no one is available at your address to take delivery and the goods cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the goods from a local depot.
8.7 If you do not re-arrange delivery.
If you do not collect the goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may cancel your order and clause 10.2 will apply.
8.8 When you become responsible for the goods.
The goods will be your responsibility from the time we deliver the goods to the address you gave us or you collect it from us.
8.9 When you own goods.
You own the goods once we have received payment in full.
8.10 If you do not allow us access to provide services.
If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may cancel the contract and clause 10.2 will apply.
8.11 What will happen if you do not give required information to us.
We may need certain information from you so that we can supply the goods and/or services to you, for example, special measurement information. If so, we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the goods and/or services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
8.12 Reasons we may suspend the supply of goods and/or services to you. We may have to suspend the supply of a goods and/or services to:
8.12.1 deal with technical problems or make minor technical changes; 8.12.2 update the goods to reflect changes in relevant laws and regulatory requirements;
8.12.3 make changes to the goods and/or services as requested by you or notified by us to you (see clause 6).
8.13 Your rights if we suspend the supply of services.
We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than 60 days we will adjust the price so that you do not pay for ser- vices while they are suspended. You may contact us to end the contract for a services if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 60 days and we will refund any sums you have paid in advance for the services in respect of the period after you end the contract.
8.14 We may also suspend supply of the goods and/or services if you do not pay.
If you do not pay us for the goods and/or services when you are supposed to (see clause 14.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the goods and/or services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the goods and/or services. We will not suspend the goods and/or services where you dispute the unpaid invoice (see clause15.6). We will not charge you for any servic- es during the period for which they are suspended. As well as suspending the goods and/or services we can also charge you interest on your overdue payments (see clause 15.5).
When we have carried out any repair and/or servicing to Your goods, we will provide you with a certificate of conformity or service certificate as appropriate.
9 YOUR RIGHTS TO END THE CONTRACT
9.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer.
9.2 Exercising your right to change your mind if you are a consumer.
If you are a consumer then for most goods and/or services bought online, over the telephone, by mail/fax order or by exchange of emails, you have a legal right to change your mind within 14 days and receive a refund.
9.3 How long do you have to change your mind if you are a consumer?
If you are a consumer how long you have depends on what you have ordered and how it is delivered.
9.3.1 Have you bought services?
If so, you have 14 calendar days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
9.3.2 Have you bought goods?
If so you have 14 calendar days after the day you (or someone you nominate) receives the goods, unless: (i) Your goods are split into several deliveries over different days. In this case you have until 14 calendar days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
9.4 When consumers do not have the right to change their minds.
Your right as a consumer to change your mind does not apply in respect of:
9.4.1 business customers who purchase goods and/or services;
9.4.2 contracts formed at our premises;
9.4.3 services, once these have been completed, even if the cancellation period is still running;
9.4.4 goods sealed for health protection or hygiene purposes, once these have been unsealed after you receive them; and
9.4.5 any goods which become mixed inseparably with other items after their delivery.
9.5 Ending the contract where we are not at fault and it is after the 14 day cooling off period. Even if we are not at fault and you do not have a right to change your mind (see clause 8.4), you can still end the contract before it is completed, but you may have to pay us compensation. Please contact us to let us know. A contract for goods is completed when the goods is delivered and paid for. A contract for services is completed when we have finished providing the services and you have paid for them.
9.6 When the contract will end. The contract will end immediately and we will refund any sums paid by you for goods and/or services not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
9.7 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 9.7.1 to 9.7.5 below the contract will end immediately and we will refund you in full for any goods and/or services which have not been provided and you may also be entitled to compensation. The reasons are:
9.7.1 we have told you about an upcoming change to the goods and/or services or these terms which you do not agree to (see clause 6.1);
9.7.2 we have told you about an error in the price or description of the goods and/or services you have ordered and you do not wish to proceed;
9.7.3 there is a risk that supply of the goods and/or services may be significantly delayed because of events outside our control;
9.7.4 we have suspended supply of the goods and/or services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days; or
9.7.5 you have a legal right to end the contract because of something we have done wrong.
10 HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER EXERCISING YOUR 14 DAY RIGHT TO CHANGE YOUR MIND
10.1 Tell us you want to end the contract.
To end the contract with us, please let us know by doing one of the following:
10.1.1 Phone or email.
Call customer services on the details set out at the beginning of these terms. Please provide your name, home address, details of the order and, where available, your phone number and email address.
10.1.2 By post.
Write to us at Typhoon International Limited, Limerick Road, Dormanstown Industrial Estate, Redcar, Cleveland TS10 5JU UK, including details of what you bought, when you ordered or received it and your name and address.
10.2 Returning goods after ending the contract.
10.2.1 If you end the contract for any reason after goods have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at the Typhoon International Limited, Limerick Road, Dormanstown Industrial Estate, Redcar, Cleveland TS10 5JU UK or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on the details at the beginning of these terms for a return label or to arrange collection.
10.2.2 If you are a consumer exercising your right to change your mind you, must send off the goods within 14 days of telling us you wish to end the contract.
10.3 Who will pay the costs of return.
We will pay the costs of return: 10.3.1 if the goods and/or services are faulty or misdescribed; or
10.3.2 if you are ending the contract because we have told you of an upcoming change to the goods and/or services or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
10.3.3 if you are a consumer exercising your 14 day right to change your mind.
In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
10.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the goods from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery, as told to you over the telephone or in the course of email exchanges or as may be set out in our brochure or our website.
10.5 How we will refund you.
We will refund you the price you paid for the goods and/or services including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
10.6 When we may make a deduction from refunds if you are a consumer exercising your 14 day right to change your mind. If you are exercising your right to change your mind:
10.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted e.g. because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the good. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
10.6.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a good within 3-5 days at one cost but you choose to have the good delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
10.6.3 If you have purchased a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
10.7 When your refund will be made.
10.7.1 If you are consumer exercising your right to change your mind then:
a) If you have purchased goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the goods back to us. For information about how to return a goods to us, see clause 9.2.
b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10.7.2 If you are a business customer, we will make any refunds due to you as soon as possible.
11 OUR RIGHTS TO END THE CONTRACT
11.1 We may end the contract if you break it.
We may end the contract for goods and/or services at any time by writing to you if:
11.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
11.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the goods and/or services, for example, measurement information;
11.1.3 you do not, within a reasonable time, allow us to deliver the goods and/or services to you or collect them from us; or
11.1.4 you do not, within a reasonable time, allow us access to your premises to supply the services.
11.2 If you are a business customer, we may also end the contract for goods and/or services at any time in writing:
11.2.1 if you are subject to bankruptcy or liquidation event;
11.2.2 if you commit a material breach of these terms and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.2.3 you repeatedly breach any of these terms in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms;
11.2.4 by providing you with 30 days’ notice.
11.3 You must compensate us if you break the contract.
If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance goods and/or services we have not provided but we may deduct or charge reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11.4 We may withdraw the goods and/or services.
We may write to you to let you know that we are going to stop providing the goods and/or services. We will let you know at least 10 working days in advance of our stopping the supply of the goods and/or services and will refund any sums you have paid in advance for goods and/or services which will not be provided.
12 IF THERE IS A PROBLEM WITH THE GOODS AND/OR SERVICES 12.1 How to tell us about problems.
If you have any questions or complaints about the goods and/or services, please contact our customer service team on the details at the beginning of these terms. Alternatively, please speak to one of our staff in-store.
13 YOUR RIGHTS IN RESPECT OF DEFECTIVE GOODS AND/ OR SERVICES IF YOU ARE A CONSUMER
13.1 Summary of your legal rights.
If you are a consumer, we are under a legal duty to supply goods and/or services that are in conformity with this contract. You are also entitled to certain key legal rights in respect of the goods and/or services. For detailed information of these rights please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. Nothing in these terms will affect your legal rights.
13.2 Your obligation to return rejected goods.
If you wish to exercise your legal rights to reject goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on the details at the beginning of these terms for a return label or to arrange collection.
14 YOUR RIGHTS IN RESPECT OF DEFECTIVE GOODS IF YOU ARE A BUSINESS
14.1 If you are a business customer we warrant that on delivery and for a period of 12 months from the date of delivery (warranty period), any goods shall:
14.1.1 conform in all material respects with their description; and
14.1.2 be free from material defects in design, material and workmanship.
14.2 Subject to clause 13.3, if:
14.2.1 you give us notice in writing during the warranty period within a reasonable time of discovery that a good does not comply with the warranty set out in clause 13.1;
14.2.2 we are given a reasonable opportunity of examining such product; and
14.2.3 you return such good to us at our cost,
we shall, at our option, repair or replace the defective good, or refund the price of the defective good in full.
14.3 We will not be liable for a good’s failure to comply with the warranty in clause 13.1 if:
14.3.1 you make any further use of such good after giving a notice in accordance with clause 13.2.1;
14.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the good or (if there are none) good trade practice;
14.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
14.3.4 you alter or repair the product without our written consent; or
14.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
14.4 Except as provided in this clause 14, we shall have no liability to you in respect of a good’s failure to comply with the warranty set out in clause 14.1.
14.5 These terms shall apply to any repaired or replacement good supplied by us under clause 14.2.
15 PRICE AND PAYMENT
15.1 Where to find the price for the goods and/or services.
The price of the goods and/or services (which includes VAT) will be the price told to you over the telephone or in the course of email exchanges or as set out on our website and brochure. We take all reasonable care to ensure that the price of the goods and/or services advised to you is correct. However please see clause 15.3 for what happens if we discover an error in the price of the goods and/or services you order.
15.2 We will pass on changes in the rate of VAT.
If the rate of VAT changes between your order date and the date we supply the goods and/or services, we will adjust the rate of VAT that you pay, unless you have already paid for the goods and/or services in full before the change in the rate of VAT takes effect.
15.3 What happens if we got the price wrong.
It is always possible that, despite our best efforts, some of the goods and/or services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the goods and/or services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the goods and/or services’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
15.4 When you must pay and how you must pay.
We accept payment with Visa and Mastercard. When you must pay depends on what goods and/ or services you are buying:
15.4.1 For goods, you must pay for the goods before we dispatch them. We will not charge your credit or debit card until we dispatch the goods to you.
15.4.2 For services, you may be asked top make an advance payment of a percentage of the price of the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them Or we will invoice you weekly in advance for the services until the services are completed] You must pay each invoice within 30 calendar days after the date of the invoice.
15.5 We can charge interest if you pay late.
If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before orafterjudgment.Youmustpayusinteresttogetherwithanyoverdueamount.
15.6 What to do if you think an invoice is wrong.
If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
15.7 Our right of set-off if you are a business customer.
If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
16.1 We are responsible to you for foreseeable loss and damage caused by us.
If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:
16.2.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
16.2.2 for fraud or fraudulent misrepresentation;
16.2.3 for breach of your legal rights in relation to the goods and/or services including the right to receive goods and/or services which are: a)as described and match information we provided to you and any sample or model seen or examined by you;
b) of satisfactory quality;
c) fit for any particular purpose made known to us;
d) supplied with reasonable skill and care and, where installed by us, correctly installed; and
16.2.4 for defective goods and/or services under the Consumer Protection Act 1987.
16.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
16.4 We are not liable for business losses.
We only supply the goods and/or services for domestic and private use. If you use the goods and/or services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
17 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
17.1 Nothing in these terms shall limit or exclude our liability for:
17.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
17.1.2 fraud or fraudulent misrepresentation;
17.1.3 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; or
17.1.4 defective products under the Consumer Protection Act 1987; or
17.1.5 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
17.2 Except to the extent expressly stated in clause 14.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
17.3 Subject to clause 17.1:
17.3.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
17.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total sums paid by you for products under such contract.
18 HOW WE MAY USE YOUR PERSONAL INFORMATION
How we may use your personal information.
18.1 We may transfer this agreement to someone else.
We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 1 month of us telling you about it and we will refund you any payments you have made in advance for goods and/or services not provided.
18.2 You need our consent to transfer your rights to someone else.
You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
18.3 Nobody else has any rights under this contract.
This contract is between you and us. No other person shall have any rights to enforce any of its terms.
18.4 If a court finds part of this contract illegal, the rest will continue in force.
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.5 Even if we delay in enforcing this contract, we can still enforce it later.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18.6 Which laws apply to this contract and where you may bring legal proceedings.
18.6.1 If you are a consumer: These terms are governed by English law and you can bring legal proceedings in respect of the goods and/ or services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the goods and/or services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the goods and/ or services in either the Northern Irish or the English courts.
18.6.2 If you are a business. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
T YPHOON INTERNATIONAL LIMITED STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SER VICES
1.1 In these Conditions the following words have the following meanings: “Conditions” the standard terms and conditions of purchase as set out in this document and as amended from time to time in accordance with Condition 2.3;
“Contract” the Order and the Supplier’s acceptance of the Order; “Deliverables” all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);
“Goods” any goods agreed in the Contract to be purchased by the Purchaser from the Supplier (including any part or parts of them); “Indebtedness” any obligation to pay or repay money (whether present or future, actual or contingent, joint or sole);
“Intellectual Property Rights” any and all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 rights, semi-conductor 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;
“Losses” losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);
“Order” the Purchaser’s written instruction, incorporating these Conditions, to supply the Goods and/or the Services;
“Party” each of the Purchaser and the Supplier (together the “Parties”); “Price” has the meaning given to it in Condition 8.1;
“Purchaser” Typhoon International Limited registered in England and Wales (company number 00462364) whose registered office is at c/o Ocean Safety, Saxon Wharf, Lower York Street, Southampton, United Kingdom, SO14 5QF];“Purchaser Materials” has the meaning given to it in Condition 11; “Services” any services, including any Deliverables, agreed in the Contract to be purchased by the Purchaser from the Supplier (including any part or parts of them);
“Specification” any description or specification (including any related plans or drawings) for the Goods and/or Services included in the Order or supplied or advised by the Purchaser to the Supplier or agreed in writing by the Purchaser and the Supplier, including any plans, patterns, drawings, data or other information relating to the Goods or Services;
“Supplier” the person(s), firm or company who accepts the Order; “Supplier Materials” any documents or other materials, and any data or other information provided by the Supplier relating to the Goods; and “Working Day” a day (other than a Saturday, a Sunday or a public holiday in England) on which banks in London are open for business.
1.2 In these Conditions (except where the context otherwise requires): 1.2.1 words in the singular include the plural and vice versa and reference to any gender includes the others;
1.2.2 reference to “a person” includes a natural person, company or unincorporated body (whether or not having separate legal personality); 1.2.3 a reference to “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.4 references to legislation are to that legislation as amended, extended or re-enacted from time to time;
1.2.5 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.2.6 any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms; and
1.2.7 a reference to “writing” or “written” includes faxes but not email.
1.3 Headings are for convenience only and shall not affect the interpretation of these Conditions.
1.4 The Contract shall be binding upon, and enure to the benefit of, the parties and their respective personal representatives, successors and permitted assignees, and references to any party shall include that party’s personal representatives, successors and permitted assignees.
2 APPLICATION OF THESE CONDITIONS
2.1 These Conditions are the only conditions upon which the Purchaser is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms and conditions.
2.2 No terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification or other document (whether or not any such document is referred to in the Contract), or which are implied by trade, custom, practice or course of dealing, will form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.
2.3 These Conditions apply to all the Purchaser’s purchases and/or acquisitions and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Purchaser.
2.4 Each Order shall be deemed to be an offer by the Purchaser to purchase Goods and/or Services subject to these Conditions and an Order shall be deemed to be accepted by the Supplier on the earlier of the Supplier giving written notice of acceptance or any act by the Supplier consistent with fulfilling the Order.
2.5 An Order will lapse unless it is accepted in accordance with Condition 2.4 within seven (7) days of its date.
3 PERFORMANCE, QUALIT Y AND DEFECTS
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any Specification;
3.1.2 be of the best quality (within the meaning of the Sale of Goods Act 1979) and use quality materials, standards, designs and techniques;
3.1.3 be fit for any purpose held out by the Supplier or made known to the Supplier by the Purchaser, expressly or by implication, and in this respect the Purchaser relies on the Supplier’s skill and judgment;
3.1.4 be free from defects in design, material and workmanship and remain so for 12 (Twelve) months after delivery, unless otherwise specified on our Purchase Order;
3.1.5 comply with all applicable statutory and regulatory requirements including relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
3.1.6 be delivered by their due date for delivery.
3.2 In performing the Services, the Supplier shall:
3.2.1 meet any performance dates for the Services specified in the Order or notified to the Supplier by the Purchaser;
3.2.2 co-operate with the Purchaser in all matters relating to the Services and comply with all instructions from the Purchaser;
3.2.3 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
3.2.4 use personnel who are suitably skilled and experienced to perform tasks assigned to them and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
3.2.5 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in any Specification and that the Deliverables shall be fit for any purpose held out by the Supplier or made known to the Supplier by the Purchaser, expressly or by implication;
3.2.6 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
3.2.7 use the best quality goods, materials, standards, designs and techniques and ensure that the Deliverables and all goods and materials supplied and used in the Services or transferred to the Purchaser will be free from defects in workmanship, installation and design;
3.2.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Purchaser’s premises; and 3.2.9 not do or omit to do anything which may cause the Purchaser to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business and the Supplier acknowledges that the Purchaser may rely or act on the Services.
3.3 The Purchaser’s rights under these Conditions are in addition to the statutory conditions implied in favour of the Purchaser by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
3.4 The Purchaser shall have the right, at any time prior to delivery of the Goods, to inspect and test the Goods and the Supplier shall provide the Purchaser with all facilities reasonably required for such inspection and testing.
3.5 If the results of such inspection or testing indicate that the Goods do not conform or are unlikely to conform with the Order or to the Specification, the Purchaser shall inform the Supplier within ten (10)] days of the inspection and/or testing and the Supplier shall immediately take such action as is necessary to ensure conformity and the Purchaser shall have the right to require and witness further testing and inspection.
3.6 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.
3.7 The Supplier shall at all times have and maintain all licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract and shall comply with all applicable laws and regulations in the performance of the Contract.
3.8 If any of the Goods and/or the Services fail to comply with any of the
provisions in this Condition 3 the Purchaser shall have available to it the remedies listed in Condition 14, any one or more of which it may exercise in its entire discretion and whether or not the Purchaser has already accepted the Goods.
4.1 The date for delivery and/or performance shall be specified in the Order and/or if no such date is specified then delivery and/or performance shall take place within twenty one (21) days of the date of the Order.
4.2 Time for delivery of the Goods and/or the performance of the Services shall be of the essence of the Contract.
4.3 The Goods shall be marked in accordance with the Purchaser’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
4.4 The Goods shall be delivered carriage paid to such location as specified in the Order or by the Purchaser before delivery or, if no location is so specified, to the Purchaser’s place of business.
4.5 The Services shall be performed at the Purchaser’s place of business or at such other place of performance as is specified or agreed by the Purchaser in writing prior to performance of the Services.
4.6 The Supplier shall off-load the Goods as directed by the Purchaser and where specified in the Order shall assemble and install the Goods as directed by the Purchaser.
4.7 The Supplier shall (unless the Purchaser specifies otherwise) at its own cost remove from the place of delivery any packaging material used in transporting the Goods.
4.8 The Supplier shall supply the Purchaser in good time with any instructions or other information required to enable the Purchaser to accept delivery of the Goods and performance of the Services.
4.9 The Supplier shall ensure that each delivery is accompanied by a prominently displayed delivery note which shows, as a minimum, the Order number, date of Order, type of Goods, number of packages and contents including Purchasers SKU (Stock Keeping Unit) number and quantity of each SKU delivered, any special storage instructions and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.10 Delivery of the Goods shall be complete when the Goods have been off-loaded, unpacked, stacked, assembled and installed as specified in the Order or this Condition 4.
4.11 Unless otherwise stipulated by the Purchaser in the Order, deliveries and/or performance shall only be accepted by the Purchaser within its usual business hours.
4.12 If the Goods are not delivered and/or the Services are not performed on the due date then, without prejudice to any other rights or remedies which it may have (save the rights in Condition 4.13 which the Purchaser shall not be entitled to exercise if the Purchaser exercises any of the rights in this Condition 4.12), the Purchaser reserves the right to:
4.12.1 terminate the Contract in whole or in part, without liability to the Purchaser;
4.12.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services which the Supplier attempts to make;
4.12.3 reject any of the Goods (in whole or in part) that may already have been delivered;
4.12.4 recover from the Supplier any expenditure reasonably incurred by the Purchaser in obtaining the Goods and/or performance of the Services in substitution from another Supplier;
4.12.5 where the Purchaser has paid in advance for Goods and/or Services that have not been delivered or provided (or paid for any Goods already delivered but which the Purchaser is now rejecting), to have such sums refunded by the Supplier; and
4.12.6 claim damages for any Losses incurred or to be incurred by the Purchaser which are in any way attributable to the Supplier’s failure to deliver the Goods and/or perform the Services on the due date.
4.13 If the Goods are not delivered and/or the Services are not performed on the due date then the Purchaser may, at its option, deduct from the Price or (if the Purchaser has paid the Price) claim from the Supplier by way of liquidated damages for delay % of the Price for every [week]’s delay, up to a maximum of % provided always that if the Purchaser exercises its rights under this Condition 4.13 it shall not be entitled to any of the remedies set out in Condition 4.12 in respect of late delivery or performance.
4.14 The Supplier shall not deliver and/or perform by instalments unless the Purchaser so agrees in writing, in which case the Contract will be construed as a single contract in respect of each instalment. Nevertheless failure by the Supplier to deliver and/or perform any one instalment shall entitle the Purchaser at its option to treat the whole Contract as repudiated and to the remedies set out in Condition 14.
4.15 If the Supplier delivers in excess of the quantity ordered, the Purchaser may reject the whole or may accept only the quantity ordered and shall not be bound to pay for any excess it does not accept, which will be and remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
4.16 If the Supplier delivers less than the quantity ordered, the Purchasermay reject the Goods, which in such case shall be and remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
4.17 If the Supplier delivers in excess of or less than the quantity ordered, the Purchaser may accept delivery, in which case the Price shall be adjusted pro-rata.
5 USE OF GOODS
5.1 The Supplier shall, where requested by the Purchaser, at its own cost, provide adequate instructions and appropriate training in relation to:
5.1.1 the safe use of the Goods;
5.1.2 the safe disassembly/assembly and transportation of the Goods; and 5.1.3 the adjustment of the Goods’ settings.
5.2 Where the Supplier is required to perform the services described in Condition 5.1, such services shall be performed by appropriately qualified and trained personnel, with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, trade or profession.
6.1 The Supplier shall indemnify and keep indemnified the Purchaser in full and hold it harmless on demand from and against any and all Losses suffered or incurred by the Purchaser or for which the Purchaser may become liable arising out of or in connection with:
6.1.1 defective design, workmanship, quality, materials or any other defect in the Goods or Services (including any claim made against the Purchaser for death, personal injury or damage to property arising out of, or in connection with, defects in Goods) to the extent that the defect is attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors;
6.1.2 any claim made against the Purchaser for any infringement or alleged infringement of any Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods or the supply, receipt or use of the Services; and
6.1.3 any claim made against the Purchaser arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or sub-contractors.
6.2 For the duration of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Purchaser’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
6.3 This Condition 6 shall survive termination of the Contract.
7 RISK AND OWNERSHIP
The Goods shall remain at the risk of the Supplier until delivery to the Purchaser is complete, when the risk in, and ownership of, the Goods shall pass to the Purchaser.
8.1 The price of the Goods and/or the Services (“Price”) shall be that stated in the Order (or, if no price is stated in the Order, the price set out in the Supplier’s published price list applicable on the date the Order is deemed accepted under Condition 2.4) and unless otherwise agreed in writing by the Purchaser shall be exclusive of value added tax (which shall be payable by the Purchaser subject to receipt of a VAT invoice) but inclusive of all other charges, including packaging, insurance and carriage.
8.2 Neither variation in the Price nor extra charges will be applicable at any time without express acceptance in writing by a duly authorised representative of the Purchaser.
9.1 In respect of Goods, the Supplier shall invoice the Purchaser on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Purchaser on completion of the Services. Each invoice shall include such supporting information as is required by the Purchaser to verify the accuracy of the invoice and shall quote the number (if any) of the Order to which it relates.
9.2 The Purchaser shall pay the Price within 30 (Thirty) days after receipt by the Purchaser of a valid invoice, or, if later, after acceptance of the Goods or Services in question by the Purchaser, but time for payment shall not be of the essence of the Contract.
9.3 Without prejudice to any other rights or remedies it may have, the Purchaser reserves the right to set off any amount owing at any time from the Supplier to the Purchaser against any amount payable by the Purchaser to the Supplier under the Contract.
9.4 The Supplier shall make all payments due under or in respect of the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.
9.5 The Purchaser shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown in the Supplier’s own terms of sale.
9.6 Interest shall be payable on the late payment of any undisputed invoices for Goods or Services accruing on a daily basis from the due date until payment is made in full, both before and after any judgment, at 2% per annum above HSBC Bank Plc’s base lending rate from time to time.
9.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Purchaser to inspect such records at all reasonable times on request.
10.1 The Supplier shall keep in strict confidence, and use only for the purpose of performing the Contract, all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Purchaser or its agents or sub-contractors and any other confidential information concerning the Purchaser’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know the same for the purpose of performing the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality and restrictions of use as bind the Supplier.
11 THE PURCHASER’S PROPERTY
11.1 The Supplier shall hold all materials, equipment, tools, drawings, specifications and data supplied by the Purchaser to the Supplier (“Purchaser Materials”) in safe custody at its own risk, maintain the Purchaser Materials in good condition until returned to the Purchaser (which the Supplier shall do on the written instruction of the Purchaser) and not dispose of or use the Purchaser Materials other than in accordance with the Purchaser’s written instructions or authorisation.
11.2 The Supplier acknowledges that the Purchaser Materials are the exclusive property of the Purchaser.
12 INTELLECTUAL PROPERTY RIGHTS
12.1 In respect of the Goods and any goods that are transferred to the Purchaser as part of the Services, including the Deliverables or any part of them, the Supplier warrants that it has full, clear and unencumbered title to all such items and that at the date of delivery of such items it will have full and unrestricted rights to sell and transfer all such items to the Purchaser. 12.2 The Supplier assigns to the Purchaser, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services including the Deliverables.
12.3 The Supplier shall obtain waivers of all moral rights in the products of the Services, including the Deliverables, to which any person is now or may at any future time be entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
12.4 The Supplier shall promptly at the Purchaser’s request do (or procure to be done) all such further acts and things and execute (or procure the execution of) all such further documents as the Purchaser may from time to time require for the purpose of securing for the Purchaser the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Purchaser under Condition 12.2.
13.1 The Purchaser shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and the Purchaser shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
13.2 The Purchaser shall, without prejudice to any other rights or remedies it may have including under Conditions 4.12.1 and 14.1.1, have the right at any time by giving notice in writing to the Supplier to terminate the Contract, without liability to the Purchaser, forthwith if:
13.2.1 the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of that party being notified in writing to do so;
13.2.2 the Supplier is in the reasonable belief of the Purchaser, or is deemed to be, insolvent or unable or (being an individual) is deemed to have no reasonable prospect of being able (or admits its inability) to pay its debts as they fall due or stops or suspends payment of any of its debts or (being a partnership) has any partner to whom any of the foregoing apply;
13.2.3 any of the Supplier’s Indebtedness is not paid in full when due or becomes due (or could be declared due) before its stated maturity because of default;
13.2.4 any expropriation, attachment, sequestration, distress, execution, enforcement of security or other legal process is levied, enforced or sued out on or against, or affects, any of the Supplier’s assets and is not discharged or stayed within twenty one (21) days;
13.2.5 the Supplier begins negotiations, or enters into, or gives notice of any intention to enter into, any composition or arrangement, with one or more of its creditors in order to reschedule any of its indebtedness because of actual or anticipated financial difficulties including, but not limited to, giving notice of a meeting of creditors for the purpose of considering a proposal for a company voluntary arrangement or (being an individual) an individual voluntary arrangement;
13.2.6 a moratorium is declared, or in any event comes into existence, over any of the Supplier’s Indebtedness;
13.2.7 any petition is presented, application made, resolution proposed, notice of meeting given or other action, proceedings, procedure or step taken together by the Supplier or any third party for, or which may lead to: a) the suspension of payments, winding up, dissolution, administration, receivership (whether administrative or otherwise) or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Supplier;
b) the appointment of a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee supervisor, compulsory manager or other similar officer in respect of the Supplier or any of its assets; or
c) (where the Supplier is an individual), bankruptcy, an individual voluntary arrangement or debt relief order;
13.2.8 any event similar to any of those set out in Conditions 13.2.2 to 13.2.7 occurs in relation to the Supplier (including in any jurisdiction to which it is subject);
13.2.9 the Supplier suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business;
13.2.10 the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; or
13.2.11 the financial position of the Supplier deteriorates to such an extent that in the reasonable opinion of the Purchaser the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy.
13.3 Where both Goods and Services are to be supplied under the Contract, in any of the circumstances in which the Purchaser may, under these Conditions, terminate the Contract the Purchaser may instead terminate part of the Contract in respect of the Goods or in respect of the Services and the Contract shall continue in respect of the remaining supply.
13.4 On termination of the Contract or any part of it for any reason in respect of the provision of Services, the Supplier shall immediately deliver to the Purchaser all Deliverables, whether or not then complete, and return all Purchaser Materials. If the Supplier fails to do so the Purchaser may (without limiting any other rights or remedies it may have) enter the Supplier’s premises and take possession of them. Until they have been returned or repossessed, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract. 13.5 The termination of the Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the Supplier and the Purchaser existing at termination.
13.6 Such of these Conditions which expressly or by implication are intended to come into or remain in force on or after the termination of the Contract shall remain in full force and effect.
14.1 Without prejudice to any other rights or remedies the Purchaser may have, if any Goods and/or Services are not supplied or performed in accordance with, or the Supplier fails to comply with, any of the provisions of Condition 3, or if the right to terminate the Contract has arisen under Conditions 4.12.1, 13.2 or 15.3, the Purchaser shall (without prejudice to any other rights or remedies it may have) be entitled to any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or the Services has been accepted by the Purchaser:
14.1.1 to terminate the Contract, without liability to the Supplier;
14.1.2 to reject the Goods (in whole or in part and whether or not title has passed) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
14.1.3 where the Purchaser has paid in advance for Goods and/or Services that have not been delivered or provided, to have such sums refunded by the Supplier;
14.1.4 at the Purchaser’s option, to give the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods and/or Services or to supply replacement Goods and/or to re-perform the Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
14.1.5 to refuse to accept any further deliveries of the Goods and/or performance of the Services which the Supplier attempts to make;
14.1.6 to carry out at the Supplier’s expense any work necessary to make the Goods and/or the Services comply with the Contract;
14.1.7 to claim such Losses as may have been sustained in consequence of the Supplier’s breaches of the Contract including any costs reasonably incurred by the Purchaser in obtaining the Goods and/or performance of the Services in substitution from another supplier; and
14.1.8 to claim damages for any Losses incurred or to be incurred by the Purchaser which are in any way attributable to the Supplier’s failure.
14.2 These Conditions shall extend to and apply in respect of any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
15 BRIBERY AND OTHER CORRUPTION
15.1 The Supplier agrees with the Purchaser that it shall, and that it shall procure that its employees and officers, agents, sub-contractors and any other person who performs services for the Supplier in relation to the Contract shall:
15.1.1 comply with all applicable laws, statutes, regulations and codes relating to bribery and other corruption (“Anti-Corruption Requirements”) including the Bribery Act 2010;
15.1.2 not take or knowingly permit any action to be taken that would or might cause or lead the Purchaser to be in violation of any Anti-Corruption Requirements;
15.1.3 not bribe or attempt to bribe (which shall include any offer or form of payment, gift or other inducement, reward or advantage, whether of money or anything of value) the Purchaser or any of the Purchaser’s employees, officers, agents, representatives, affiliates or persons acting on the Purchaser’s behalf; and
15.1.4 at the Purchaser’s request and cost, provide the Purchaser with any reasonable assistance to enable it to perform any activity required by any relevant government or agency for the purpose of complying with Anti-Corruption Requirements.
15.2 The Supplier represents and warrants to the Purchaser that neither it nor any person described in Condition 15.1 has bribed or attempted to bribe any person in order to obtain and/or retain any business, or advantage in the conduct of business, for the Purchaser and nor has it bribed or attempted to bribe any person described in Condition 15.1.3.
15.3 The Supplier agrees that in addition to the Purchaser’s termination rights set out elsewhere in these Conditions, the Purchaser may (without prejudice to any other right available to it) immediately terminate the Contract in the event of any breach of this Condition 15 by the Supplier in which case the Supplier shall not be entitled to any compensation or to any further payments or remuneration.
15.4 The Purchaser shall not be required to make any payment to the Supplier that might otherwise be due from the Purchaser in respect of the Contract if the Supplier has breached this Condition 15.
15.5 The Supply shall indemnify and keep indemnified the Purchaser in full and hold it harmless on demand from and against any and all Losses suffered or incurred by the Purchaser or for which the Purchaser may become liable arising out of or in connection with any breach of this Condition 15, whether or not the Contract has been terminated.
16.1 The Purchaser may assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract to any third party or agent.
16.2 The Supplier shall not be entitled to assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract, without the prior written consent of the Purchaser.
17 FORCE MAJEURE
17.1 If either party is delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control which by its nature could not have been foreseen or, if foreseeable, was unavoidable (save any that merely increases the cost of performing such obligations and excluding any strikes, lock-outs or other industrial disputes involving its own workforce or that of any of its agents or sub-contractors), that party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that party, using all reasonable endeavours, to perform that obligation.
17.2 If the performance of any of the Supplier’s obligations under the Contract are delayed or prevented as described in Condition 17.1 for a continuous period of one (1) month, the Purchaser may, without liability to the Supplier, terminate the Contract forthwith by giving notice to the Supplier.
18.1 Any communication between the parties about the Contract shall be in writing, in English, and delivered personally, sent by pre-paid registered post or recorded delivery (or pre-paid registered air mail if overseas) or by fax:
18.1.1 (in the case of communications to the Purchaser) to its registered office or main fax number or such changed address or fax number as shall be notified to the Supplier by the Purchaser; or
18.1.2 (in the case of communications to the Supplier) to its registered office (if it is a company) or (in any other case) to any address of the Supplier set out in any document which forms part of the Contract or to its main fax number or such other address or fax number as shall be notified to the Purchaser by the Supplier.
18.2 Communications shall be deemed to have been received:
18.2.1 if delivered personally, at the time of delivery to the address;
18.2.2 if sent by pre-paid registered post or recorded delivery, 48 hours after posting;
18.2.3 if sent by pre-paid registered airmail, at 9.00am on the fifth Working Day after posting; and
18.2.4 if sent by fax, at 9.00am on the next Working Day after transmissionprovidedatransmissionreportisgeneratedbythesendingparty’sfax machine recording a message from the recipient party’s fax machine confirming all pages were successfully transmitted.
18.3 Communications addressed to the Purchaser shall be marked for the attention of the Head of Legal.
18.4 This Condition 18 does not apply to the service of any proceedings or other documents in any legal action or any arbitration or other method of dispute resolution.
19.1 The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties. The Supplier shall not have, nor represent that it has, any authority to makeorenterintoanycommitmentsonthePurchaser’sbehalforotherwise bind the Purchaser in any way.
19.2 The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law. Any right or remedy expressly included in any provision of these Conditions (or the exercise thereof) shall not be considered as limiting the Purchaser’s rights or remedies under any other provision of these Conditions (or the exercise thereof).
19.3 If any provision, or part of a provision, of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “void provision”) such invalidity, illegality or unenforceabilityshallnotaffecttheotherprovisionsoftheContract,which shall remain in full force and effect. If a void provision would be valid, legal and enforceable if some part of it were deleted, that void provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable it shall be deemed to be deleted.
19.4 No provision of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
19.5 A failure to exercise, or delay in exercising a right, power or remedy provided to the Purchaser by these Conditions or by law does not constitute a waiver of that, or any other, right, power or remedy and shall not (and nor shall any single or partial exercise of any such right, power or remedy) preclude the further exercise of that, or any other, right, power or remedy.
19.6 Any waiver by the Purchaser of any breach of, or any default under, any provision of the Contract by the Supplier will only be effective if in writing and will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
19.7 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.