1.1. In these Conditions the following words and expressions shall mean:
1.1.1 Company: Dawnthrive Limited (company number 2026081), a Company incorporated in England, whose registered office is at Unit 6 Westlink, Belbins Business Park, Cupernham Lane, Romsey, Hampshire, SO51 7AA.
1.1.2 Conditions: Standard conditions of sale set out in this document, including any Special Conditions annexed hereto or by the Company to the Company’s order acceptance or quotation.
1.1.3 Contract: The contract between the Company and the Purchaser for the sale and purchase of the Goods and/or Services.
1.1.4 Goods: All products (including any instalment or part thereof), which the Company is to supply in accordance with these Conditions.
1.1.5 Purchaser: The individual or company who intends to purchase Goods and/or Services from the Company.
1.1.6 Services: The services (including any part of them), which the Company is to supply in accordance with these Conditions.
1.1.7 Special Order: Any order for the Goods or Services in respect of which the Company notifies the Purchaser, by way of an endorsement of an order acknowledgement or otherwise, that the Goods shall be supplied as a Special Order.
1.1.8 Writing: Includes email and fax, and “Written” shall be interpreted accordingly.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Words denoting the singular number only, include the plural and vice versa.
1.4 The headings used in these Conditions are for convenience only and shall not affect the construction thereof.
1.5 Any phrase introduced by the terms “including“, “include“, “in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Basis of Sale
2.1 The Company sells and the Purchaser purchases the Goods and/or Services in accordance with:
2.1.1 any Written quotation of the Company which is accepted by the Purchaser; or
2.1.2 any Written order (including purchase order) of the Purchaser which is accepted by the Company in Writing,
subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions which the Purchaser applies or purports to apply to the Contract.
2.2 The Company reserves the right to request payment by way of letter of credit as a condition of accepting the Purchaser’s order.
2.3 Orders submitted through the Company’s website are accepted only once the Company has received payment in full and has issued the Purchaser with an order confirmation.
2.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Company in Writing. In entering into the Contract, the Purchaser acknowledges that it does not rely on any representations that are not so confirmed.
2.5 Any advice or recommendation given by the Company or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods/Services which is not confirmed in Writing by the Company is followed or acted upon entirely at the Purchaser’s own risk, and accordingly the Purchaser acknowledges that it does not rely on and waives any claim for breach of any such representation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, website, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3. Orders and Specifications
3.1 These Conditions shall apply to any quotation or order relating to the design, manufacture and/or supply of any Goods, and the supply of any Services, by the Company and to any Contract arising there from.
3.2 The Purchaser shall be responsible for ensuring that the Goods and Services to be supplied by the Company are fit for the purpose for which they are intended to be used and are fully compliant in form, fit and function with the Purchaser’s technical requirements.
3.3 The Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification or design) submitted by the Purchaser, and for giving the Company any necessary information relating to the Goods or Services within sufficient time to enable the Company to perform the Contract in accordance with its obligations.
3.4 The quantity and description of the Goods and Services to be supplied shall be those set out in (as applicable):
3.4.1 the Company’s written quotation accepted by the Purchaser pursuant to clause 2.1.1.
3.4.2 the Company’s website; or
3.4.3 the Company’s confirmation in Writing sent pursuant to clause 2.1.2.
3.5 The Company reserves the right (but not so as to be obliged to do so) to make any changes in the quality or specification of the Goods or Services which are required to conform with any applicable UK or EC statutory requirement, or which otherwise do not materially impair the quality or performance of the Goods or the outcome of the Services.
3.6 Reasonable care has been taken to ensure that the descriptions, sizes and colour finishes shown in the Company’s promotional materials and on its website are a realistic representation of the Goods. Nevertheless, minor cosmetic variations may be present in the Goods due to the manufacturing process. The Company does not warrant that the Purchaser’s device’s display of the colours or textures is accurate.
3.7 Where the Company lists Goods as including certificates of conformity (CoCs) or similar documents, it shall deliver those documents with the Goods.
4. Alterations and Modifications
4.1 Where the Purchaser instructs the Company to make some alteration or modification to the Goods, the Company may accept such instructions and, if so, shall use reasonable endeavours to carry out the same but on the following conditions:
4.1.1 the Company, in following such instructions is deemed to have made no representation and gives no warranty as to whether the Goods can be altered or modified in accordance with the Purchaser’s instructions;
4.1.2 the Goods that are altered or modified pursuant to the Purchaser’s instructions are excluded from the warranties given by the Company pursuant to these Conditions and in respect of such Goods, the Company shall be under no liability to the Purchaser whatsoever;
4.1.3 the Company shall be under no liability to the Purchaser in respect of such alterations or modifications and the same shall be carried out entirely at the risk of the Purchaser;
4.1.4 notwithstanding the fact that the Goods may prove to be defective following the alterations or modifications being carried out thereto, the Purchaser shall pay for the Goods pursuant to these Conditions;
4.1.5 the Company shall be under no liability to the Purchaser in respect of the Goods if following the alterations or modifications being made to them, the Goods are not fit for the purpose the Purchaser intended to put the Goods to; and
4.1.6 the Purchaser shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Purchaser’s specification(s), or the Company’s alteration or modification of the Goods at the Purchaser’s request. This clause 4.1.6 shall survive termination of the Contract.
5.1 The prices of the Goods and Services shall be (as applicable):
5.1.1 as set out in the Company’s Written quotation pursuant to clause 2.1.1;
5.1.2 for online orders, as stated on the Company’s website at the time of the order; or
5.1.3 as stated in the Purchaser’s order which is accepted by the Company pursuant to clause 2.1.2,
except that, if no price has been quoted, the price of the Goods and Services shall be as listed in the Company’s price list current at the date of acceptance of the order. If the Goods are supplied for export from the United Kingdom then the Company’s published export price shall apply.
5.2 All prices contained in quotations, offers, acknowledgements of orders, on the Company’s website or elsewhere are subject to revision. Where such a price:
5.2.1 for Goods (or part thereof) is not in the currency of the country of origin of the Goods; or
5.2.2 for Services (or part thereof) is not in the currency of the country in which the services will be supplied,
and the Company reserves the right to amend the price to the Purchaser to allow for variations in exchange rates between that quoted, offered or acknowledged and the currency in which the Goods/Services were procured by the Company. At the time of invoicing a currency/exchange rate correction factor will be applied (if necessary) to the quoted or acknowledged price to take account of any change in the relevant exchange rate between the date of quotation, offer or order acknowledgement and despatch of the Goods, or supply of the Services, to the Purchaser.
5.3 Except for prices stated on the Company’s website, all prices quoted are (unless stated in Writing) valid for thirty days only, subject to earlier acceptance by the Purchaser. The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in cost to the Company which is due to:
5.3.1 any change in delivery dates, quantities or specifications for the Goods/Services which is requested by the Purchaser, or any delay caused by instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions;
5.3.2 any factor beyond the reasonable control of the Company (including but without limitation any foreign exchange fluctuations, currency regulations, alteration of duties, significant increase in the cost of labour and materials or other costs of manufacture).
5.4 The Company aims to ensure that all prices listed on its website are current and correct. Nevertheless, the Company may vary the prices listed on its website at any time. If a variation is made before the Company has accepted the Purchaser’s online order then the Company will notify the Purchaser of that change in price and:
5.4.1 if the new price is lower than the previously listed price then the Company shall charge the Purchaser the lower price (and refund the difference if payment has already been taken); or
5.4.2 if the new price is higher than the previously listed price then the Company shall ask the Purchaser to confirm whether it wishes to proceed with the purchase based on the new price.
5.5 Prices are exclusive of any value added tax, which the Purchaser shall be additionally liable to pay to the Company.
5.6 Where carriage, insurance, storage or other charges are incurred by the Company (including any charges levied by the Company for ‘inspection certificates’, storage charges at the Company’s own premises and/or handling charges in consequence of any act or omission of the Purchaser, its servants or agents or as a result of any special requirements or stipulations of the Purchaser not otherwise provided for in the Contract) are charged separately from the price, they shall be payable by the Purchaser as if they form part of the price.
5.7 In the event of the Purchaser varying any agreed call-off rate, the Company reserves the right to charge a price appropriate to the changed call-off rate.
6.1 The Purchaser must make payment for website orders at the time of submitting the order.
6.2 Subject to any special terms agreed in Writing between the Purchaser and the Company, the Company shall invoice the Purchaser for the price of orders (other than website orders) at the time the order is received from the Purchaser. Unless otherwise agreed in Writing, the Purchaser shall pay the price of the order (less any discount to which the Purchaser is entitled, but without any other deduction) within 3 days of receiving the Company’s invoice (the “due date”). Final acceptance of the Purchaser’s order by the Company will not become effective until payment of the invoice is received in full.
6.3 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 Goods and Services are not supplied on credit terms unless such terms have previously been agreed in Writing by the Company. The Company reserves the right to withdraw any such credit terms at any time.
6.5 Where, by special arrangement, Goods or Services have been supplied under the terms of post-delivery invoicing and the Purchaser fails to make full payment (including any Value Added Tax payable) by the due date, all of the Company’s invoices rendered (or to be rendered) to the Purchaser (whether in respect of the Contract or any other Contract between the Company and the Purchaser) shall become immediately due and payable to the Company. Without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
6.5.1 cancel the Contract or suspend any further deliveries to the Purchaser;
6.5.2 appropriate any payment made by the Purchaser to such of the Goods/Services (or the goods/services supplied under any other contract between the Purchaser and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Purchaser); and
6.5.3 charge the Purchaser interest and compensation (both before and after any judgement) on the amount unpaid in accordance with the provisions of The Late Payment of Commercial Debt Regulations (2002).
6.6 All costs and expenses reasonably incurred by the Company in recovering monies due to it will be charged to and be payable by the Purchaser.
7. Delivery (Excluding Website Orders)
7.1 This clause 7 does not apply to purchases made through the Company’s website.
7.2 Unless otherwise agreed in Writing, delivery of the Goods shall be on an ex works basis.
7.3 Any dates quoted for delivery of the Goods, or supply of the Services, are approximate only. The Company shall use all reasonable endeavours to meet such dates but they shall be estimates only and time shall not be of the essence for delivery of the Goods or supply of the Services.
7.4 If the Purchaser requests, and the Company agrees to, amend an order in accordance with clause 10.4 then the Company shall be entitled, acting reasonably, to amend the delivery date by notice to the Purchaser.
7.5 Where the Goods to be delivered are in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
7.6 If the Company fails to deliver the Goods (or any instalment) or provide the Services (or any part thereof) for any reason other than any cause beyond the Company’s reasonable control or the Purchaser’s fault, and the Company is accordingly liable to the Purchaser, then the Company’s liability for any loss, damage or expense incurred or suffered by the Purchaser shall be limited to the price of the Goods/Services not delivered.
7.7 If the Purchaser fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Purchaser’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
7.7.1 store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or
7.7.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.
7.8 Where the Company arranges carriage and/or insurance of the Goods for transit to the Purchaser the Company shall be deemed to be acting solely as agent of the Purchaser and Sections 32(2) & (3) of the Sale of Goods Act 1979 shall not apply; and where the Goods are exported the Purchaser shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties.
7.9 Call-off orders must be completed within 6 months from the date of first delivery. Only in exceptional circumstances will the Company agree to delay delivery of an order beyond the date agreed when the order is accepted. The Company shall have sole discretion in determining whether exceptional circumstances exist and whether to agree to delay delivery, and reserves the right to pass on to the Purchaser any extra cost involved.
7.10 Unless otherwise agreed in Writing, the Company reserves the right to deliver up to 2% more or less than the total number of items stated in the Purchaser’s order and such delivery shall satisfy the said order subject to an appropriate adjustment by the Company to the price payable for the Goods.
7.11 Any claim by the Purchaser in respect of any alleged short delivery or discrepancy in delivery must be notified to the Company by notice in Writing by the Purchaser within 7 days of the receipt of the Goods. The Company will not accept any claim in respect of any alleged shortage or discrepancy after this time.
7.12 If any Goods are lost or damaged, the Purchaser must notify the Company within two working days of delivery of the items. The notification should contain reasonably detailed information about the nature of the loss/damage and in the case of damaged items, photographs of the damage should be provided.
8. Delivery (Website Orders Only)
8.1 This clause 8 applies only to purchases made through the Company’s website.
8.2 For England, Scotland, Wales & Northern Ireland, standard delivery charge is £10 per delivery for packages weighing up to 5kg. Different charges apply to heavier packages and these charges should be confirmed with the Company before placing an order.
8.3 Time of delivery shall not be of the essence under the Contract. Most items are available from stock and every effort will be made to ensure delivery within 3-5 days of order confirmation, unless specified otherwise. Special Orders may take more time. The Company will make reasonable efforts to notify the Purchaser of longer deliver times for Special Orders.
8.4 Some Goods will be dispatched directly from the Company’s suppliers and delivery times will be subject to such suppliers’ terms and conditions. The Company will make reasonable efforts to notify the Purchaser of longer deliver times dispatched directly from the Company’s suppliers.
8.5 The Company aims to minimise delivery charges and uses the services of a number of couriers and delivery companies depending upon the delivery time, destination and nature of the goods being transported.
9. Risk and Title
9.1 Unless otherwise agreed in writing between the parties, risk of damage to or loss of the Goods shall pass to the Purchaser at the time of despatch from the Company’s premises.
9.2 Notwithstanding delivery and passing of risk in the Goods, or any other condition, title in the Goods shall not pass to the Purchaser until the Company has received cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Purchaser for which payment is then due.
9.3 Until such time as property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property.
9.4 Notwithstanding that the Goods remain the property of the Company the Purchaser may use the Goods in the ordinary course of the Purchaser’s business at full market value for the account of the Purchaser. Until property in the Goods passes from the Company the entire proceeds of sale or any insurance proceeds payable in respect of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
9.5 The Purchaser’s right to use the Goods shall automatically cease if a receiver manager or administrator is appointed over the assets undertaking or property of the Purchaser a winding up or Administration Order is made or petitioned against the Purchaser.
9.6 The Company shall be entitled to recover the invoice price (plus VAT if applicable) not withstanding that property in any of the Goods has not passed from the Company.
9.7 Until such times as the property in the Goods passes to the Purchaser and are still in existence the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, the Company shall be entitled upon reasonable notice to enter upon any premises of the Purchaser where the Goods are stored and repossess the Goods. In the event that the Goods are in the possession of a third party, the Purchaser shall use its best endeavours to procure the consent and co-operation of such third party to facilitate re-possession of the Goods by the Company.
9.8 The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Purchaser does so all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
10. Cancellation and Amendment
10.1 The Purchaser may cancel or amend an order which has not yet been accepted by the Company by notifying the Company in Writing.
10.2 Subject to clause 10.3, the Company may, at its absolute discretion, agree to cancel the Contract (i.e. the accepted order) if the Purchaser first agrees to indemnify the Company against the losses, costs and expenses the Company incurs as a result of the cancellation.
10.3 If the Contract relates to a Special Order then it cannot be amended or cancelled. Payment of the full price for the relevant Goods/Services shall be made to the Company in accordance with the Conditions notwithstanding any notice from the Purchaser cancelling or purporting to cancel the Contract.
10.4 The Company may, at its discretion, agree to amend the supply of Goods under the Contract at the Purchaser’s request, provided such request is received at least 7 days prior to the date of delivery of the Contract, and the Goods have not already been dispatched. The Company may subsequently amend the date of delivery in accordance with clause 7.4.
10.5 Contracts for the supply of Services cannot be amended once such supply has commenced.
11. Returns and Refunds (Excluding for Faulty Goods)
11.1 Clause 14 below concerns the Purchaser’s remedies for defective Goods.
11.2 If any Goods are missing from the Purchaser’s delivery, or the Purchaser believes that the Company has sent the wrong Goods, the Company must be notified within two working days from date of delivery. The Purchaser’s notification should set out in reasonable detail the basis of the Purchaser’s complaint, including digital images of any wrongly delivered Goods.
11.3 Where the Company accepts that it has supplied the wrong Goods, the Company will issue return instructions and a reference number with which the Purchaser shall identify any wrongly delivered Goods before returning them to the Company. The Company will refund all reasonable costs incurred by the Purchaser in returning the wrongly delivered Goods and (if applicable) will arrange prompt dispatch of the correct Goods.
11.4 Where the Company accepts that Goods were missing from the delivery, it shall promptly arrange for delivery of the missing Goods at no additional cost to the Purchaser.
11.5 Except as provided in this clause 11, Goods which are not faulty may only be returned with the Company’s prior agreement (which it may exercise as its absolute discretion) and return carriage shall be pre-paid by the Purchaser.
11.6 Refunds will be made using the same means as the original payment (e.g. refund of a credit card payment will be by means of a credit card refund). Where payment is made by card, a refund can only be credited to that same card.
12. Technical Descriptions
12.1 Whilst the Company takes every precaution in the preparation of its technical descriptions (including PNs and NSNs) contained in quotations, offers, brochures, specifications and its other literature in writing, these descriptions are for the Purchaser’s general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.
13. Intellectual Property
13.1 The specification(s) and design(s) of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Company.
13.2 While the Company is not aware that any of the Goods sold under these Conditions and/or the use thereof for their normal purpose infringes the patent or other proprietary rights of third parties in the United Kingdom or elsewhere, no warranty is given and no obligation or liability is accepted by the Company for any such infringement or any loss, damage or expense associated thereto.
13.3 Where any designs or specifications have been supplied by the Purchaser for manufacture or to the order of the Company then the Purchaser warrants that the use of those designs or specifications for the manufacture, processing, assembly, or supply of the Goods shall not infringe the rights of any third party.
14. Warranty and General Liabilities (Including For Faulty Goods)
14.1 Subject as otherwise stated herein, the Company warrants that:
14.1.1 the Goods are free from material defects in workmanship and materials at the date of delivery and for a period of 12 months thereafter, unless the Goods are not of the Company’s manufacture in which case the warranty period and its terms shall be limited to such warranty as the Company receives from the manufacturer(s) or supplier of the Goods; and
14.1.2 the Services materially conform with the specification contained in (as applicable) the Company’s quotation or the Recipient’s order which is accepted by the Company, and the Services have been performed with reasonable care and skill.
14.2 The Company’s warranty under clause 14.1.1 is limited as follows:
14.2.1 the Company’s liability under warranty shall be limited to the supply of labour and materials to repair any defects in the Goods, or at the Company’s option, to replace the defective Goods. The Company shall supply the said labour and materials free of charge, save for transport costs;
14.2.2 the Company shall have no liability in respect of any defect arising from (a) any drawing, design or specification supplied by the Purchaser or (b) fair wear and tear, wilful damage, negligence, failure by the Purchaser (or the Purchaser’s customer) to follow the Company’s instruction (whether written or verbal), misuse (including use of the Goods for purposes inconsistent with specifications express or implied), alteration, repair or incorporation of the Goods into another product without the Company’s prior approval in Writing; and
14.2.3 the company shall have no liability if the Purchaser has not paid the total price payable for the Goods by the due date.
14.3 the Company’s warranty under clause 14.1 is conditional upon the following:
14.3.1 notice of the defect must be delivered to the Company in Writing within 7 days of the date of delivery or where the defect was not apparent upon reasonable inspection on delivery, within 7 days of the discovery of the defect; and
14.3.2 where the defect is discovered (and notified to the Company) within 7 days of the date of delivery, the Purchaser must give the Company a reasonable opportunity to arrange for inspection of the Goods in the condition and location where they were delivered; or
14.3.3 where the defect is discovered at a later date, the Goods in question (a) must have been properly stored and/or operated by the Purchaser prior to the defect occurring, (b) must not have been subjected to abnormal use or any modification prior to the defect occurring, and (c) the Purchaser (at their expense) must return the Goods in question for inspection by the Company should the Company so request;
14.4 and such warranty will be void and the Company will not have any liability to the Purchaser where the provisions of this clause 14.3 have not been complied with in full by the Purchaser.
14.5 The Goods and Services are sold on the basis that the Purchaser does not deal as a consumer (within the meaning of the Unfair Contract Terms Act 1977) and that the Purchaser has satisfied itself as to the suitability of the Goods/Services for the use or resale by the Purchaser in accordance with the Purchaser’s specialised knowledge and skill. Subject as otherwise provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.6 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct, indirect, special or consequential loss or damage (whether for loss or profit, expenses incurred in the ordinary course of business or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its servants, employees or agents or otherwise) which arise out of or in connection with the supply of the Goods/Services or their use or resale by the Purchaser, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods/Services, except as otherwise expressly provided in the Conditions.
14.7 The Company shall not be liable to the Purchaser in any way whatsoever or be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of the Company’s obligations in relation to the Goods/Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
14.8 Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance, or requisition; acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any governmental or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery; and/or delays or other issues relating to export control arising other than as a result of the Company’s breach of these Conditions.
14.9 In circumstances such as those in clause 14.8, delivery shall be suspended. The Company shall be entitled to cancel or rescind the Contract and shall not be liable for any loss or damage as a result of such cancellation or rescission. If the Goods cannot be delivered or collected within three months from the original delivery date, the Purchaser may, at its option cancel the Contract for the Goods (without liability to the Company), save that where the Goods have been specially obtained for the Purchaser and in the Company’s reasonable opinion there is no readily available market for them, the Purchaser may not cancel the order and shall remain liable to pay the Company the full purchase price for the Goods.
15.1 The company may (without prejudice to any other rights it may have) by notice in Writing to the Purchaser terminate the Contract forthwith or suspend further deliveries of the Goods/Services if:
15.1.1 the Purchaser commits any breach of any of the Conditions (including without limitation Conditions as to the time for payment of the purchase price) or of any other contract with the Company (save where the breach is capable of remedy and the Purchaser has remedied the same within 7 days of receiving notice in Writing from the Company requiring the same to be remedied); or
15.1.2 the Purchaser makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
15.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or
15.1.4 the Purchaser ceases, or threatens to cease to carry on business; or
15.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the purchaser and notifies the Purchaser accordingly.
16. Health and Safety at Work
16.1 The Purchaser shall be solely responsible for and shall indemnify and keep indemnified the Company against any loss, liability or expense arising directly or indirectly from the use of the Goods/Services other than in accordance with the uses to which a competent engineer would put goods of that description and specification or which may be contained in literature supplied by the Company. It is a condition of any order that any information which may have been supplied by the Company about the use for which the Goods/Services are designed and have been tested about the results of any relevant test and about conditions necessary to ensure that goods will be safe and without risk to health when properly used are publicised or displayed by the purchaser and that specification of goods contained in trade categories or circulars are made known by the Purchaser to those persons who will use the Goods/Services.
17. Data Protection
18.1 The purchaser undertakes that during the term of the Contract and thereafter it will keep confidential and will not use for its own purpose nor without the Company’s prior consent in Writing disclose to any third party any information of a confidential nature regarding the Company and the Goods/Services (including trade secrets and information of a commercial value) unless such information is in the public domain.
19.1 The order or any right or rights of the Purchaser hereunder may not be assigned in whole or in part without the prior consent of the Company in Writing.
20. Entire Agreement
20.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or the Purchase Order. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
21.1 The Company may amend these Conditions from time to time by updating its website or otherwise notifying the Purchaser in Writing but such variations shall not be binding on an existing Contract unless agreed in Writing between the Purchaser and a director of the Company. The Purchaser may not vary these Conditions by any means without the Company’s prior consent in Writing.
21.2 The Purchaser shall indemnify and keep indemnified the Company against any loss, liability or expense it suffers, whether arising directly or indirectly, as a result of the Purchaser’s breach of these Conditions.
21.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
21.4 No waiver by the Company of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other condition.
21.5 If any of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other Conditions and the remainder of the condition in question shall not be affected and the parties thereto shall negotiate the terms of the Condition so invalidated with a view to agreeing a revised and valid Condition.
21.6 It is not intended that any third parties should be entitled to enforce the terms of the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999.
21.7 The Contract shall be governed by the laws of England, and the parties agree to submit to the exclusive jurisdiction of the English courts.