Standard Terms & Conditions

NB - May be subject to change, where agreed, for specific project / contracts

ENERGY & TECHNICAL SERVICES LIMITED TERMS AND CONDITIONS OF SALE

1. Interpretation

1.1  In these terms and conditions of sale:

The ‘Company’ means Energy & Technical Services Limited (ETS)

The ‘Contract’ means the contract for the sale and purchase of the Goods that comes into existence pursuant to clause 2.2.

The ‘Goods’ includes goods and services and means any item of whatsoever nature which is to be sold by the Company and shall, where the context so admits, include the installation of that item and the accessories, material and labour necessary to complete the installation.

The ‘Order’ means the written offer by the Purchaser to purchase the Goods from the Company.

The ‘Purchaser’ means the person, firm or body corporate, which buys or has agreed to buy the Goods.

The ‘Terms’ means these standard terms and conditions of sale, and includes any special terms agreed in writing between the Company and the Purchaser.

1.2 These terms and conditions of sale apply to and form part of every Contract. All orders are accepted and executed on the understanding that the Purchaser is bound by these terms and conditions of sale. Where there is any inconsistency between these terms and conditions of sale and any conditions the purchaser seeks to impose, these terms and conditions of sale shall prevail.

1.3 No Contract shall come into being unless and until the Purchaser has accepted these terms and conditions of sale either expressly or by implication. These terms and conditions of sale replace any previous terms and conditions of sale issued by the Company or agreed by any of the Company’s personnel either verbally or in writing.

2. Basis of sale

2.1 The Order constitutes an offer by the Purchaser to purchase the Goods from the Company in accordance with the Terms. The Purchaser is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Purchaser are complete and accurate.

2.2 The Order shall only be deemed accepted when the Company issues a written acceptance (including by email) of the Order, at which point a Contract for the sale and purchase of the Goods shall come into existence.

3. Limits of Contract

The Contract includes only such goods as are specified in the Order or in the written acceptance accompanying these Terms.

4. Price

4.1 The price payable for the Goods shall unless otherwise stated by the Company in writing be the list price of the Company current at the date of the Order.

4.2 Unless otherwise expressly stated to be firm, during the course of the Contract all prices are subject to variation to take into account variations in wages, material, hiring of equipment and other costs.

Subject as above, the Company accordingly reserves the right to adjust the invoice price without notice by the amount of any increase or decrease in such costs.

4.3 All prices are exclusive of Value Added Tax and this will be charged at the applicable rate and recoverable as part of the price by the Company.

5. Payment

5.1 Unless otherwise agreed in writing by the Managing Director of the Company payment shall be made within 14 days of the end of the month during which the Company renders its invoice.

5.2 The Company may, in its discretion, render such interim invoices as it considers appropriate.

5.3 Without prejudice to any other rights it may have, the Company is entitled to charge 3% above the current base rate of Barclays Bank PLC from the date of any invoice, whether interim or final, which remains unpaid after the date payment became due.

5.4 Additionally and without prejudice to its other rights the Company shall be entitled to recover all direct expenses reasonably incurred by the Company in collecting or attempting to collect amounts due under any invoice.

5.5 If the Purchaser fails to make any payment when due in accordance with these terms and conditions of sale, the Company reserves the right in its absolute discretion and without prejudice to any of its other rights or remedies to suspend the services, and/or the manufacture and delivery of Goods under any current or future Order until such payment has been made in full or at the Company’s option to cancel the balance of the Order. The Company shall hold the Purchaser liable for the costs associated with such actions.

5.6 For the avoidance of doubt, the Company shall be entitled to bring an action for the price of the Order or part thereof whether or not the property in the Goods has passed to the Purchaser.

5.7 The Purchaser shall under no circumstances whatsoever be entitled to claim any retention from the price payable for the Goods or the amount due under any invoice.

6. Delivery

6.1 Delivery of the Goods shall be completed when those Goods have been delivered to the Purchaser or if the Contract so requires, when installation is completed.

6.2 All times or dates nominated for delivery of the Goods are given in good faith but are approximate only and shall not be of the essence of the Contract.

6.3 All times or dates nominated for delivery of the Goods shall be calculated from the date of receipt by the Company of final approval of the working drawings for the Goods.

6.4 The Company shall not be liable in any way whatsoever for the consequence of any delay in delivery or in the carrying out of any work under the Contract.

7. Installation

If the Company has agreed to install the Goods the Purchaser must ensure that there is at the place of installation a properly earthed clean mains supply line and that the Company has reasonable access to move equipment into and out of the proposed installation site.

8. Variations

8.1 The Company shall be under no obligation to alter or vary any part of the Order. Any alteration or addition to or amendment or other variation of the specification of the Goods shall, if requested by the Purchaser, be subject to the agreement of the Company and shall not be binding upon it unless accepted by the Company in writing.

8.2 The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

9. Passing of Property and Risk

9.1The risk in the Goods shall pass to the Purchaser immediately on delivery of the Goods, in accordance with the terms of this Contract. While the Goods remain the property of the Company, the Purchaser shall keep the Goods safe and secure and identifiable and separate from any other goods and materials in its possession.

9.2 The property in the Goods shall remain with the Company until payment in full for all the Goods has been made.

9.3 Until such payment as aforesaid has been received in full by the Company, the Company reserves the right to dispose of the Goods and the Purchaser shall be under an obligation to re-deliver the Goods to the Company if the Company so requires and the Company shall be entitled at any time to re-take possession of the Goods and for that purpose to enter upon any land or premises of the Purchaser where the Goods may be for the time being. The Company shall be entitled, where the Goods have been fixed or attached to land occupied by the Purchaser or to any other product, to detach the goods in order to recover possession of them. Such re-delivery or re-taking of possession shall be without prejudice to the obligations of the Purchaser to purchase the Goods. If the Purchaser sells any of the Goods before the property in the Goods has passed to the Purchaser, the Purchaser shall hold the proceeds of such sale in trust for the Company.  The Purchaser shall at the request of the Company assign to the Company its rights to receive the proceeds of such sale.

10. Warranty

10.1 The Company will make good by repair or at the Company’s option by the supply of a replacement, defects which, under proper storage and use, appear in the Goods within a period of twelve calendar months after the Goods have been delivered and arise solely from faulty material and workmanship.

10.2 The warranty given in this clause is subject to the following provisos, namely:

10.2.1 that the Purchaser shall have followed all instructions issued by the Company in relation to the Goods;

10.2.2 that in the case of defects which would have been reasonably apparent to the Purchaser on reasonable inspection of the Goods or workmanship on delivery, the Purchaser shall have notified the Company in writing of the defects within fourteen working days of delivery of the Goods;

10.2.3 in the case of any other defect, the Purchaser shall have notified the Company of the defect in writing within seven working days of the date on which the defect becomes apparent; and

10.3 The Company shall not be liable for any minor variation in the dimensions, shapes, alignment or setting out of its products, which have no effect upon the purpose or nature of the Goods.

11. Consequential Loss

Save as may be expressly provided for herein the Company shall not be liable for any consequential loss suffered by the Purchaser and in particular the Company shall not be liable for any costs, claims, damages or expenses arising out of any tortuous act or omissions or any breach of contract or statutory duty calculated by reference to profits, income, production, or accruals or by reference to the accrual of such costs, claims, damages or expenses on a time basis.

12. Specification and Drawings

All drawings, designs, patterns, materials and manufacturing processes created, obtained or provided by the Company for the purposes of fulfilling any order or proposed order by the Purchaser shall be and remain the Company’s property absolutely together with any copyright or patents therein.

13. Sub-Contracting

The Company reserves the right to sub-contract the whole or any part of the work necessary to fulfil an Order.

14. Force Majeure and other Circumstances

The Company shall be entitled without liability on its part and without prejudice to its other rights to terminate the Contract or unfulfilled part thereof or at its option to suspend or make partial deliveries or
extend the time or times for delivery if the manufacture of the Goods by the Company or its suppliers or the delivery of the Goods or the performance of the Company of any of its obligations under the Contract is hindered or delayed whether directly or indirectly by reason of the Purchaser failing to furnish necessary instructions or information, or by war or other hostilities, civil commotion, act of God, Government action or legislation, interruption of transport, strike, lock-out or other form of industrial action, accidents or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Company or its sub-contractors, whether or not such a cause exists at the date of the Order, but without prejudice to the Company’s rights to recover payment for the Goods already delivered or installed.

15. Descriptive Matter and Illustrations

All descriptions and illustrations and particulars issued by the Company in catalogues, price lists, advertising matter and forwarding specification are by way of general descriptions and approximate only and shall not form part of any contract or give rise to any liability on the part of the Company.

16. Limitation of Liability

16.1 Nothing in these Terms shall limit or exclude the Company’s liability for:

16.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

16.1.2 fraud or fraudulent misrepresentation;

16.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

16.1.4 defective products under the Consumer Protection Act 1987; or

16.1.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

16.2 Subject to clause 16.1:

16.2.1 the Company shall under no circumstances whatsoever be liable to the Purchaser, 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 the Contract; and

16.2.2 the Company’s total liability to the Purchaser in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

17. Bankruptcy

In the event of the Purchaser committing any breach of this Contract or if any distress or execution is levied on the Purchaser, it’s Goods or assets, or if the Purchaser enters into any negotiations or arrangement or composition with or for the benefit of its creditors or permits any act of bankruptcy or if any petition in bankruptcy shall be presented against it or if being a body corporate the Purchaser shall be wound-up or if any resolution is proposed or petitioned to wind-up the Purchaser (not being a members voluntary winding-up for the purposes of a reconstruction or amalgamation without insolvency) or if a receiver of the Purchaser’s assets or undertaking or part therefore shall be appointed or if the Purchaser shall be deemed unable to pay its debts or applications made for an administration order or such order is granted, the Company shall be entitled without prejudice to any other claim or right or remedy which it may have, forthwith to suspend any or all deliveries until the default has been made good or to determine the Contract or any unfulfilled part therefore.

18. Termination

On termination of the Contract for any reason the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.

Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the relevant Contract that existed at or before the date of its termination.

 19. General

19.1 The Purchaser shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.

19.2 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.

19.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

19.4 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.5 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19.6 This 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. 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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

19.7 Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

19.8 This Contract, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.

 

ENERGY & TECHNICAL SERVICES LIMITED TERMS AND CONDITIONS OF PURCHASE

1. Interpretation

1.1 In these terms and conditions of purchase:

The ‘Company’ means Energy & Technical Services Limited (ETS)

The ‘Goods’ means the goods (including any installation, materials and labour) as set out in the Order.

The ‘Order‘ means the Company’s purchase order to which these Terms are annexed, which for the avoidance of doubt may be sent by email.

The ‘Seller’ means the person, firm or body corporate, which sells or has agreed to sell the Goods and/or Services.

The ‘Services‘ means the services as set out in the Order.

The ‘Terms‘ means these standard terms and conditions of purchase, and includes any special terms agreed in writing between the Company and the Seller.

1.2 These Terms apply to and form part of every contract of purchase entered into by the Company. All orders are made on the understanding that the Seller is bound by these Terms. Where there is any inconsistency between these Terms and any conditions which the Seller seeks to impose, these Terms shall prevail.

1.3 No contract of purchase shall come into being unless and until the Seller has accepted these Terms either expressly or by implication. These Terms replace any previous terms and conditions of purchase issued by the Company or agreed by any of the Company’s personnel either verbally or in writing.

2. Basis of purchase

2.1 The Order constitutes an offer by the Company to purchase the Goods and/or Services from the Seller in accordance with these Terms.

2.2 Any of the following are deemed to constitute acceptance by the Seller of the Order in accordance with these terms:

2.2.1 any acceptance of an Order by the Seller (notwithstanding any conditions attached to such offer or acceptance, or any purported incorporation of terms other than these Terms);

2.2.2 the commencement of any work by the Seller; or

2.2.3 the delivery of any Goods or the performance of any Services by or on behalf of the Seller.

3. Limits of contract

3.1 The quantity, quality and description of the Goods and/or Services shall be as specified in the Order or as agreed in writing by the Company and the Seller.

3.2 Any specification, drawings, designs or patterns (‘Specification‘) provided by the Company to the Seller in relation to the Order, or specifically produced by the Seller for the Company in connection with the Order, shall be the exclusive property of the Company and be delivered to the Company with the Goods or supply of the Services. The Company shall retain all intellectual property rights, including, but not limited to, copyright, patents and design rights, in the Specification.

3.3 At any time prior to the dispatch of the Goods or the commencement of the Services by the Seller, the Company may amend its Order upon written notice to the Seller and the Seller shall use its best endeavours to comply with the amended Order as necessary.

3.4 The Seller shall not be entitled to vary the Order except with the written consent of the Company.

4. Supply of Goods

4.1 The Seller shall ensure and warrants that the Goods shall:

4.1.1 correspond with their description and any Specification;

4.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Seller or made known to the Seller by the Company, expressly or by implication, at the time the Order is placed or for all purposes for which the Goods are commonly supplied;

4.1.3 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and

4.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

4.2 The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the contract in respect of the Goods.

4.3 The Company may inspect and test the Goods at any time before delivery. The Seller shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Seller’s obligations under the contract.

4.4 If following such inspection or testing the Company considers that the Goods do not comply or are unlikely to comply with the Seller’s undertakings at clause 4.1, the Company shall inform the Seller and the Seller shall immediately take such remedial action as is necessary to ensure compliance.

4.5 The Company may conduct further inspections and tests after the Seller has carried out its remedial actions.

5. Supply of Services

5.3 In providing the Services, the Seller shall:

5.3.1 co-operate with the Company in all matters relating to the Services, and comply with all instructions of the Company;

5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Seller’s industry, profession or trade;

5.3.3 use personnel who are suitably qualified, trained, skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with the contract;

5.3.4 ensure that the Services will conform with all descriptions and specifications set out in the Order and any Specification;

5.3.5 provide all equipment, tools and vehicles and such other items as are required to perform the Services;

5.3.6 obtain and at all times maintain all licences and consents which may be required for the provision of the Services; and

5.3.7 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the performance of the Services.

6. Delivery

6.1 The Seller shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.

6.2 The Seller shall deliver the Goods:

6.2.1 on the date specified in the Order or on such date as agreed between the Company and the Seller; and

6.2.3 during the Company’s normal hours of business, or as instructed by the Company.

6.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the delivery location.

6.4 The Seller shall from the date set out in the Order and for the duration of the contract supply the Services to the Company in accordance with the terms of the contract.

6.5 The Seller shall meet any performance dates for the Services specified in the Order or that the Company notifies to the Seller and time is of the essence in relation to any of those performance dates.

6.6 The Seller shall perform the Services at such location as set out in the Order or as instructed by the Company prior to commencement of the performance of the Services.

6.7 Time of delivery of the Goods or the performance of the Services is of the essence of the contract. Notwithstanding this, if the Company request that the delivery of the Goods or the performance of the Services is delayed, the Seller shall agree to such request at no extra cost to the Company.

6.8 If any Goods are not delivered or any Services are not performed on the due date then the Company shall be entitled to cancel the Order (or any part of it) without liability to the Seller. The Company shall be entitled to purchase substitute goods or services from an alternative Seller and recover from the Seller any additional costs or losses that it incurs.

6.9 The Company reserves the right to amend any delivery instructions prior to the delivery of the Goods or the commencement of the Services.

6.10 Delivery or performance by instalments shall not be accepted by the Company unless previously agreed by the Company in writing.

6.11 In the event that Goods are to be delivered, or Services are to be performed, by instalments, the contract between the Company and the Seller shall be treated as a single contract.

7. Price

7.1 The price payable for the Goods and/or the Services shall be the price as set out in the Order or as agreed between the parties in writing.

7.2 The price as set out in the Order is inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods and all duties and levies (other than VAT) and shall be the full and exclusive remuneration of the Seller in respect of the performance of the Services.

7.3 Unless otherwise agreed in writing by the Company, the charges shall include every cost and expense of the Seller directly or indirectly incurred in connection with the supply of the Goods or the performance of the Services.

7.4 The price as set out in the Order shall be exclusive of applicable VAT, which shall only be payable by the Company subject to receipt of a valid VAT invoice.

7.5 The price of the Goods and/or the Services shall only be increased with the written consent of the Company.

8. Payment

8.1 Unless otherwise stated in the Order, the Seller may only invoice the Company on or after delivery of the Goods or performance of the Services in full.

8.2 Unless clause 8.3 applies, the Company shall pay the invoiced amounts to a bank account nominated in writing by the Seller within 28 days of the receipt by the Company of a correctly rendered invoice.

8.3 Where the supply of Goods or the provision of Services is in respect of a contract between the Company and a third party (‘Third Party contract‘) that has been notified to the Seller, the time for payment of the invoiced amount shall be within 7 days of the date of payment to the Company of its goods or services pursuant to the Third Party contract.

8.4 Where:

8.4.1 the existence of a Third Party contract has been notified to the Seller; and

8.4.2 payment to the Company pursuant to the Third Party contract is to be paid by instalments,

the Seller authorises the Company to make payment to the Seller by instalments at the same percentage as that is payable by the Company under the Third Party contract.

8.4 Time of payment shall not be of the essence of the contract.

8.5 The Company shall be entitled to deduct from the price:

8.5.1 the unit price of any Goods that are defective and rejected by the Company, together with the costs, fees or expenses incurred of returning such Goods to the Seller;

8.5.2 any costs, fees or expenses incurred by the Company as a consequence of the Seller failing to deliver the Goods on time or to the correct destination;

8.5.3 any costs, fees or expenses incurred by the Company in connection with or arising out of any Services not being provided, being provided late, or being inadequately provided, by or on behalf of the Seller;

8.5.4 any amount which the Company disputes, pending the resolution of such dispute; and

8.5.5 any sums owing to the Company by the Seller, whether in connection to the contract or otherwise.

9. Installation

9.1 The Company shall:

9.1.1 provide the Seller with reasonable access at reasonable times to the Company’s premises for the purpose of installing the Goods or providing the Services;

9.1.2 provide such necessary information for the provision of the Goods and/or Services as the Seller may reasonably request.

10. Passing of Property and Risk

10.1 The risk of damage to or loss of the Goods shall pass to the Company upon delivery to the Company in accordance with the terms of this contract.

10.2 The property in the Goods shall pass to the Company on delivery, unless payment for the Goods is made prior to delivery, in which case it shall pass to the Company once payment has been made and the Goods have been appropriated to the contract.

11. Indemnity

11.1 The Seller shall indemnify the Company in full against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:

11.1.1 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 manufacture, supply or use of the Goods, or receipt, use or supply of the Services;

11.1.2 any claim made against the Company by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered;

11.1.3 any act or omission of the Seller, its employees, agents or subcontractors in supplying, delivering and installing the Goods, or in performing the Services, including any injury, loss or damage to persons caused or contributed to by the negligence of the Seller, its employees, agents or subcontractors, or by faulty design, workmanship or materials (except to the extent that the injury, loss or damage is caused by the negligent act or omission of the Company);

11.1.4 any claim made against the Company in respect of any breach, or alleged breach, by the Company of any statutory provision, regulation or other rule of law arising from the acts or omissions of the Seller, its employees, agents or subcontractors; and

11.1.5 any claim made against the Company by a third party arising out of or in connection with the supply of the Goods or the Services.

11.2 This clause 11 shall survive termination of the contract.

12. Force Majeure

Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 5 days’ written notice to the affected party.

13. Company Remedies

13.1 If the Seller fails to deliver the Goods and/or perform the Services by the applicable date, the Company shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

13.1.1 to terminate the contract with immediate effect by giving written notice to the Seller;

13.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Seller attempts to make;

13.1.3 to recover from the Seller any costs incurred by the Company in obtaining substitute goods and/or services from a third party;

13.1.4 to require a refund from the Seller of sums paid in advance for Services that the Seller has not provided and/or Goods that it has not delivered; and

13.1.5 to claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Seller’s failure to meet such dates.

13.2 If the Seller has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Company shall have one or more of the following rights, whether or not it has accepted the Goods:

13.2.1 to terminate the contract with immediate effect by giving written notice to the Seller;

13.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Seller at the Seller’s own risk and expense;

13.2.3 to require the Seller to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

13.2.4 to refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;

13.2.5 to recover from the Seller any expenditure incurred by the Company in obtaining substitute goods from a third party; and

13.2.6 to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Seller’s failure to supply Goods in accordance with clause 3.1.

13.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Seller.

13.4 The Company’s rights under the contract are in addition to its rights and remedies implied by statute and common law.

14. Termination

14.1 Without affecting any other right or remedy available to it, the Company may terminate the contract:

14.1.1 with immediate effect by giving written notice to the Seller, if:

14.1.1.1 there is a change of control of the Seller; or

14.1.1.2 if the Seller’s financial position deteriorates to such an extent that in the Company’s opinion the Seller’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy; or

14.1.2 for convenience, by giving the Seller 1 month’s written notice.

14.2 Without affecting any other right of remedy available to it, either party may terminate the contract with immediate effect by giving written notice to the other party if:

14.2.1 the other party commits a material breach of any term of the contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

14.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

14.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

14.3 Termination or expiry of the contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry.

14.4 Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the contract shall remain in full force and effect.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.

15.2 Each party may disclose the other party’s confidential information:

15.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this clause 15; and

15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the contract.

16. General

16.1 The Seller shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the contract without the prior written consent of the Company.

16.2 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the contract.

16.3 If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.

16.4 A waiver of any right or remedy under the contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 Nothing in the contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitment for or on behalf of the other party.

16.6 Except as set out in these Terms, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

16.7 This contract, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the contract or its subject matter or formation.

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