Terms

Interpretation

1.1 The following definitions and rules of interpretation apply in these terms and conditions of business. Buyer: the person, partnership, firm or company (including corporation or other body corporate, wherever and however incorporated or established) who purchases the Goods or Services from the Company. Company: Distribution Services Ltd t/a Dine By Design, Whose registered office is 63 Tenter Road, Moulton Park, Northampton, Northamptonshire, NN3 6AX. Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods and/or the provision of Services, incorporating these conditions. Delivery: completion of delivery of an order in accordance with condition 4. of this agreement Delivery Date: the date specified for delivery of an order in accordance with condition 4 of this agreement Delivery Location: the location specified for collection of an order in accordance with condition 4 of this agreement Force Majeure Event: has the meaning given in condition 16 of this agreement Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them) as set out in the quotation then confirmed by sending of 60% of the deposit sent to the Company by the Buyer Insolvency: where the Buyer is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him. Price: is the sum notified to the Buyer in accordance with condition 10 of this agreement The Price quoted is that which is prevailing at the date of the quotation and shall be subject to revision to reflect increases in cost or other circumstances as and when they shall arise. Prices quoted exclude V.A.T which will be charged additionally to the Buyer as appropriate. The Company reserves the right to make changes to prices without notification. Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns. Services: any services agreed in the Contract to be provided by the Company to the Buyer as set out in the detailed quotation sent by the Company to the Buyer Subsidiary: has the meaning given in section 1159 of the Companies Act 2006. Undisputed: shall be taken to mean any sum owed by the buyer to the Company where the Buyer has not raised a dispute in accordance with the terms of this agreement VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.

1.2 General: All orders are accepted on the terms, conditions and exclusions herein contained. These terms, conditions and exclusions (either taken as a whole or in part or individually) shall not be varied, nor shall application to any order be excluded or limited in any way whatsoever, except as agreed by Dine By Design and then only in writing: all special requirements with regard to marking, labelling, packaging etc.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.4 Words in the singular include the plural and in the plural include the singular. 1.5 A reference to one gender includes a reference to the other gender. 1.6 Condition headings do not affect the interpretation of these conditions. 1.7 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Application of Terms

2.1 Subject to any variation of these conditions (and subject to clause 1.2 above

2.2 The Contract shall be subject to these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.3 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.4 These conditions apply to all the Company’s sales and any variation to these conditions and any representations made before during or after commencement of the contract about the Goods or Services shall have no effect and may not be relied upon unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract..

2.5 Each order or acceptance of a quotation for Goods or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods or Services subject to these conditions, which the Company shall be free to accept or decline at its absolute discretion.

2.6 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods or notifies the Buyer that the Goods are ready for collection or the Company tenders the Services to the Buyer.

2.7 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Unless otherwise specified, any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

Description

3.1 The quantity and description of the Goods or Services shall be as set out in the Company’s acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract and this is not a sale by sample.

Delivery and installation

4.1 Unless otherwise agreed in writing completion and Delivery Dates are not guaranteed, are a guide only and whilst the Company will make every effort to adhere to proposed timescales, time is not of the essence in any Contract with the Buyer.

4.2 The Company shall be under no liability whatsoever for any delay in performance of any order by reason or in consequence of a Force Majeure Event, or any other delay outside of its control including but not limited to labour and civil commotion, natural catastrophe, government restrictions, shortage of customer instructions or of lack of instructions.

4.3 Unless otherwise agreed in writing by the Company, Delivery shall take place at the Buyer’s place of business which shall be specified in in the Company`s quote

4.4 If the Goods are in the possession of the Company on the date the order acknowledgement is issued, the Buyer shall take delivery of the Goods within 3 to 5 days of the Company giving it notice that the Goods are ready for delivery, unless agreed in writing. If the Goods are not in the possession of the Company on the dater the order acknowledgement is issued, the Buyer shall take delivery of the Goods (which shall be delivered direct by the Company’s` subcontractors) by a Delivery date as agreed in writing between the parties but in any event no later than seven days from the agreed installation date. Delivery of the Services shall be accepted when tendered. The Company shall charge the Buyer at a minimum rate of £500 per day in respect of any Buyers breach of this term.

4.5 Should expedited Delivery be agreed, the Company shall be entitled to make an extra charge to cover any overtime or any other additional costs.

4.6 Unless otherwise agreed in writing, the parties acknowledge that the terms of the Company’s Delivery (directly or by sub-contractor), Cancellations and Returned Goods Policy that is available on the Company’s website are incorporated into these terms and conditions of business.

4.7 Standard delivery charges for ‘stock’ items of equipment are available within UK mainland. Special delivery charges are available for Highlands and Islands, Isle of Wight, Isle of Man and Northern Ireland. Confirmation of charges can be obtained from the Company’s Head Office – telephone number 01604 926003.

4.7.1 If the buyer elects for several items to be delivered simultaneously and this entails additional transport charges the Company reserves the right to pass such costs on to the buyer.

4.8 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.9 Should the Delivery of the Goods and/or Services be suspended or delayed by the Buyer for any reason:

4.9.1 The Company shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used; and

4.9.2 If the suspension or delay extends beyond 30 day from the date when the deposit was paid the Company shall be entitled to immediate payment for any Services carried out, for any Goods that are ready for delivery, and any other additional costs.

4.10 If for any reason the Buyer fails to accept delivery of any of the Goods and/or Services when they are ready for delivery, or the Company is unable to deliver the Goods and/or Services on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

4.10.1 Risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); and

4.10.2 The Goods and/or Services shall be deemed to have been delivered; and

4.10.3 The Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.11 The Company may deliver the Goods and/or Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with these conditions.

4.12 Each instalment shall be a separate Contract subject to these conditions and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.13 The Services cannot be cancelled by the Buyer without the Company’s consent. Such consent to be in writing and will include the payment to the Company of amounts necessary to cover the reasonable costs of the Company resulting from any cancellation.

4.13.1 Should the Buyer retract its consent or co-operation to installation or otherwise indicate its unwillingness to proceed with completion on the agreed date liquidated damages shall apply A) 72 hours of a working week before installation £500 B) 48 hours of a working week before installation £750 C) 24 hours of a working week before installation £1,000 and these penalties in no way shall be taken to diminish any other remedy the Company may have The above sums shall be in addition to any sums outstanding under this agreement calculated as if the agreement had proceeded to completion

Non-delivery

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s or its preferred manufacturers` place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of business have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

Risk/title

6.1 The Goods are at the Buyers’ risk from the time of Delivery.

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1 The Goods; and

6.2.2 All other sums which are or which become due to the Company from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer (which shall include as a separate obligation its Directors at the time the order is accepted) shall:

6.3.1 Hold the Goods on a fiduciary basis as the Company’s Bailee;

6.3.2 Store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable (by way of labelling or otherwise) as the Company’s property; including where goods have been sold to a 3rd party.

6.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

6.3.4 Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. The Buyer shall obtain an endorsement of the Company’s interest in the goods on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Buyer shall allow the Company to inspect such Goods and shall produce the policy of insurance to the Company.

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1 Any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

6.4.2 the Buyer must hold the proceeds of sale on trust for the Company in a separate account until any sum owing to the Company has been discharged from such proceeds; and

6.4.3 Any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:

6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;

6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the

6.5.3 The Buyer encumbers or in any way charges any of the Goods.

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time so far as is legally possible to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.9 On termination of the Contract, howsoever occasioned, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

Materials supplied by the Buyer

7.1 If the Company is provided with materials owned by the Buyer for use in the provision of the Services, the Company may reject any such materials which appear to it to be unsuitable for the purpose intended and the Company may charge to the Buyer any reasonable additional costs incurred, except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Company in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer.

7.2 Without prejudice to condition 7.1, where materials are so supplied or specified, and the Company so advises the Buyer, and the Buyer instructs the Company in writing to proceed anyway, the Company will use reasonable endeavours to secure the best results, but shall have no liability for the quality of the end-product(s).

7.3 Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including restarting jobs, duplicating masters etc will be charged in addition to the estimated price.

7.4 The Buyer’s property and all property supplied to the Company by or on behalf of the Buyer for use in the provision of the Services shall while it is in the possession of the Company or in transit to or from the Buyer be deemed to be at Buyer’s risk unless otherwise agreed in writing and the Buyer should insure accordingly. The Company shall also be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Company before receipt of the order or after notification to the Buyer of completion of the Services.

7.5 The risk in the Services and all Goods delivered in connection with the Services shall pass to the Buyer on Delivery and the Buyer should insure accordingly. On Delivery of the goods and Services, the Company will store any of the Buyer’s materials unused for a maximum of one month, after which time they will be destroyed without further notice and at no cost to the Company.

Company’s Obligations

8.1 The Company shall use reasonable endeavours to provide the Services to the Buyer, in accordance in all material respects with the order acknowledgement.

8.2 The Company shall use reasonable endeavours to meet any performance dates specified in the order acknowledgement, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

8.3 The Company shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Buyer’s premises and that have been communicated to it under condition 9.1.6, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

8.4The Companys` installation Engineers shall leave the site where the installation is to be fitted in a reasonably tidy condition and shall leave any packaging (of goods supplied to be installed) in or near an agreed bin area agreed with the Buyers project manager or other authorised person. Plastic protection will be left by the Company`s Engineers around installed goods and this will only be removed at the buyers request and at a reasonable cost to be determined by the Company

Buyer’s Obligations

9.1 The Buyer shall:

9.1.1 Co-operate with the Company in all matters relating to the Services;

9.1.2 provide, for the Company, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Buyer’s premises, office accommodation, data and other facilities as requested by the Company;

9.1.3 Provide, in a timely manner, such material and other information as the Company may request and ensure that it is accurate in all material respects;

9.1.4 be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Company of all of its obligations and actions under this condition 9.1.4;

9.1.5 Have regard to the installation cancellation charges detailed in the Company’s separate delivery/cancellation and returned goods policy.

9.1.6 Inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Buyer’s premises;

9.1.7 Ensure that all Buyers’ equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

9.1.8 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company’s equipment, the use of material and the use of the Buyer’s equipment in relation to the Company’s equipment insofar as such licences, consents and legislation relate to the Buyer’s business, premises, staff and equipment in all cases before the date on which the Services are to start; and

9.1.9 Keep and maintain the Company’s equipment in good condition and shall not dispose of or use the Company’s equipment other than in accordance with the Company’s written instructions or authorisation.

9.2 If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.

9.3 The Buyer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Buyer in writing.

9.4 The Buyer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from the company or employ or attempt to employ any person who is, or has been, engaged as an employee or subcontractor of the Company in the provision of the Services.

9.5 Any consent given by the Company in accordance with condition 9.4 shall be subject to the Buyer paying to the Company a sum equivalent to 20% of the then current annual remuneration of the Company’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Buyer to that employee or sub-contractor.

9.6 Any disposable Rubbish including but not limited to packaging etc brought by the Company to be disposed of by client.

Price

10.1 Unless otherwise agreed by the Company in writing, the price for the Goods or Services shall be the price set out in the Company’s quotations, telesales quotation, Caterquotes system and its order acknowledgement form.

10.2 The price for the Goods shall be inclusive of charges in relation to packaging, loading, unloading, standard carriage and insurance relating to the transport of the Goods to the Buyer and exclusive of any VAT which the Buyer shall pay in addition when it is due to pay for the Goods or Services.

Payment

11.1 The Company shall be entitled to invoice the Buyer for each order on or at any time after Delivery. Each invoice shall quote the relevant order numbers. Subject to condition 11.5, payment of the price for the Goods or Services is due in pounds sterling 30 days from the date of the invoice.

11.1.1 The parties agree that a deposit of 60% of the agreed contract price plus vat will be paid when the order is made, 35% five days before agreed installation date and 5% on completion of installation.

11.2 Services will be provided on a time and materials basis:

11.2.1 the charges payable for the Services shall be calculated in accordance with the Company’s standard fee rates (“Fee Rates”), such Fee Rates are subject to amendment from time to time by the Company giving not less than one month’s written notice to the Buyer;

11.2.2 The Fee Rates for each individual are charged on the basis of an eight hour day, worked between 8.00 am and 4.00 pm from Monday to Friday (inclusive) (excluding public holidays) (“Working Hours”);

11.2.3 The Company shall be entitled to charge the Buyer an overtime rate in addition to the Fee Rates for any time worked by individuals engaged to provide the Services outside the Working Hours;

11.2.4 All charges quoted to the Buyer shall be exclusive of VAT, which the Company shall add to its invoices at the appropriate rate;

11.2.5 The Company shall invoice the Buyer for expenses and materials (together with VAT where appropriate) for the Services, calculated as provided in this condition

11.2.6 Each invoice shall set out the time spent by each individual engaged to provide the Services with a detailed breakdown of expenses and materials.

11.3 Time for payment of the Company’s` invoices shall be of the essence.

11.4 No payment shall be deemed to have been received until the Company has received cleared funds from the Buyer or its appointed representative or agent

11.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. This condition is without prejudice to any right of the Company to claim for interest under the law or under these conditions.

11.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

11.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2.5% above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Warranty

12.1 Except as set out in these conditions, all warranties, guarantees, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these conditions.

12.2 The Company shall transfer to the Buyer the benefit of any warranty or guarantee given to the Company in respect of goods manufactured by suppliers to the company (the “Warranty Policy”).

12.3 A copy of the Warranty Policy is available on the Company’s website and is incorporated into these terms and conditions of business.

Goods Returns

13.1 The Goods supplied to the Buyer by the Company under the Contract shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Company.)

13.2 The Buyer may reject any Goods delivered to it that do not comply with condition 13.1, provided that notice of rejection is given (together with full details of the alleged defect as set out in clause 13.7 below) to the Company within 5 business days of Delivery or, in the case of a latent defect, within a reasonable time of the latent defect having become apparent.

13.3 If the Buyer fails to give such notice of rejection in accordance with condition 13.2, it shall be seemed to have accepted such Goods.

13.4 All returned Goods must be authorised by the Company in writing and signed by a Director and will be subject to the charges set out in the Company’s delivery/cancellation/returns policy for charges for equipment returns and installation cancellations.

13.5 An authorisation number will be required for the return of any item. The Buyer must contact the Company’s office on 01604 926003 where an authorisation number will be given.

13.6 All Goods returned to the Company must be returned in their original packaging and be unused. Where this is not the case further charges may be applied which will be at the Company’s discretion.

13.7 If Goods are found to be faulty, defective or damaged the Buyer must inform the Company in writing within 2 working days of delivery of the Goods. The Buyer must inspect all Goods upon delivery. Failure to do so will result in further charges being applied in the event of a return.

Limitation of Liability

14.1 Subject to condition 4, condition 5, condition 11 and condition 12, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

14.1.1 Any breach of these conditions;

14.1.2 Any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods, or any use made by the Buyer of the Services; and

14.1.3 Any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

14.3 Nothing in these conditions excludes or limits the liability of the Company:

14.3.1 For death or personal injury caused by the Company’s negligence; or

14.3.2 Under section 2(3), Consumer Protection Act 1987; or

14.3.3 For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

14.3.4 for fraud or fraudulent misrepresentation.

14.4 Subject to condition 14.2 and condition 14.3:

14.4.1 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

14.4.2 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

Assignment

15.1 The Company may assign the Contract or any part of it to any person, firm or company.

15.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

Force Majeure

16.1 The Company (or any person acting on its behalf) shall not have any liability or responsibility for its failure to fulfil any obligation under the Contract so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.

16.2 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) or delay the provision of the Services if it is prevented from or delayed in the carrying on of its business due to a Force Majeure Event.

16.3 For the purposes of this condition, a Force Majeure Event shall mean an event beyond the reasonable control of the Company (or any person acting on its behalf), which by its nature could not have been foreseen by the Company (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), sabotage, civil commotion or civil unrest, interference by civil or military authorities, governmental actions, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 3 months, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

Termination

17.1 Subject to condition 17.3, the Contract shall terminate automatically on completion of the Delivery of the Goods or the tendering of the Services in accordance with the order acknowledgement. Charges applied are outlined in the Company’s policy of delivery/cancellation/returns.

17.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract to the other by giving written notice to the other if:

17.2.1 the Buyer fails to pay any undisputed amount due under these conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

17.2.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

17.2.3 The other party commits a series of persistent minor breaches which when taken together amount to a material breach of any of the terms of the Contract; or

17.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as and when they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

17.2.5 A petition is filed, a notice is given, a resolution is passed, or an order is made for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

17.2.6 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

17.2.7 A receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

17.2.8 The other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

17.2.9 The other party ceases, or threatens to cease, to trade; or

17.2.10 there is a change of control of the other party (within the meaning of section 574 of the Capital Allowances Act 2001); or

17.2.11 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

17.2.12 any Force Majeure Event prevents the other party from performing its obligations under these conditions for any continuous period of 3 months.

17.3 On termination of the Contract for any reason:

17.3.1 the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

17.3.2 The Buyer shall, within a reasonable time, return all of the Company’s equipment and materials. If the Buyer fails to do so, then the Company may enter the Buyer’s premises and take possession of them. Until they have been returned or repossessed, the Buyer shall be solely responsible for their safe keeping; and

17.3.3 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

General

18.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, void ability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

18.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

18.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

Severance

19.1 If any of these terms and conditions (or any part of these terms and conditions) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other terms and conditions shall remain in force.

19.2 If any invalid, unenforceable or illegal term or condition would be valid, enforceable or legal if some part of it were deleted, the term or condition shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Variation and Waiver

20.1 Any variation of these terms and conditions must be in writing and signed by or on behalf of the parties.

20.2 Any waiver of any right under these terms and conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

20.3 No failure to exercise or delay in exercising any right or remedy provided under these terms and conditions or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy.

20.4 No single or partial exercise of any right or waiver of any remedy under these terms and conditions shall prevent or restrict the further exercise of that or any other right or remedy.

Anti-Bribery Compliance

21.1 The Buyer shall:

21.1.1 Comply with all applicable laws, statutes, regulations, and codes of practice relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

21.1.2 (if the Buyer is not a UK resident) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

21.1.3 Comply with the Company’s Ethics and Anti-Bribery Policy as updated from time to time that is incorporated into these terms and conditions of business (“Relevant Policy”);

21.1.4 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policy, and, where applicable, condition 21.1.2 Here of, and will enforce them where appropriate;

21.1.5 Promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of this Agreement.

21.1.6 Immediately notify the Company in writing if a foreign public official becomes an officer or employee of the Buyer or acquires a direct or indirect interest in the Buyer, and

21.1.7 within [insert] months of the date of this agreement, and annually thereafter until the supply of goods and/or services provided for in it is concluded, certify to the Company in writing signed by an officer of the Buyer compliance with this condition 21 by the Buyer and all persons associated with it under this condition 21;

21.2 For the purpose of this condition 21, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively. For the purpose of this condition 21, a person associated with the Buyer includes but is not limited to any sub-contractor of the Buyer.

Communications

22.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by e-mail:

22.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

22.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

22.2 Communications shall be deemed to have been received:

22.2.1 If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

22.2.2 If delivered by hand, on the day of delivery; or

22.2.3 If sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or

22.3.4 If sent by e-mail, 24 hours after an e-mail is sent. 22.3 Communications addressed to the Company shall be marked for the attention of the Finance Controller.

22.4 For the purpose of this condition:

22.4.1 all times are to be read as local time in the place of deemed receipt;

22.4.2 in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post, in the case of a fax, a fax transmission slip to the fax number of the receiving party, and, in the case of an e-mail, that the email was sent to the specified e-mail address of the addressee; and

22.4.3 if deemed receipt under this condition is not within business hours (meaning 9:00am to 4:00pm Monday to Friday on any business day), the notice shall be deemed to have been received at the opening of business on the next business day in the place of receipt.

Governing Law and Jurisdiction

23.1 These conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

23.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 EXCLUSION CLAUSE

Neither this agreement nor any document issued pursuant to or anticipating this agreement shall confer any benefits on any third parties. No third party may enforce any term of this agreement or of any provision contained in any document issued pursuant to or anticipating this agreement. The provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded from this agreement, including the Schedule or any other documents issued pursuant thereto. RESOLVING DISPUTES A party to this contract (“the Referring Party”) may at any time give notice (“the Notice”) in writing to the other party of its intention to refer a dispute arising under the contract to adjudication. The parties may agree the identity of the adjudicator. Where an adjudicator is not agreed within 2 days of the Notice being given the Referring Party shall immediately apply to the Chartered Institute of Arbitrators for the nomination of an adjudicator, which nomination shall be communicated to the parties within 5 days of receipt of the application. Within 7 days of the Notice the Referring Party shall refer the dispute to the adjudicator. The adjudicator shall reach a decision within 28 days of referral or such longer period as is agreed by the parties after the dispute has been referred. The adjudicator may extend the period of 28 days by up to 14 days, with the consent of the party by whom the dispute was referred. The adjudicator shall act impartially. The adjudicator may take the initiative in ascertaining the facts and the law. The decision of the adjudicator is binding until the dispute is finally determined by legal proceedings, by arbitration (if the contract provides for arbitration or the parties otherwise agree to arbitration) or by agreement. The adjudicator is not liable for anything done or omitted in the discharge or purported discharge of his functions as adjudicator unless the act or omission is in bad faith and any employee or agent of the adjudicator is similarly protected from liability.

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