(The customer's attention is particularly drawn to the provisions of Clause 14)
1.1.
Definitions. In these Conditions, the following definitions apply:
"Business Day"; a day (other than a Saturday, Sunday or a public holiday in England) when banks in London are open for business.
"Conditions"; these terms and conditions, as amended from time to time in accordance with Clause 22.
"Contract"; the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
"Customer"; the person or firm who purchases the Goods and/or Services from the Supplier.
"Delivery Location"; has the meaning set out in Clause 5.1.
"Force Majeure Event"; has the meaning set out in Clause 15.
"Goods"; the goods (or any part of them) set out in the Order.
“Goods Specification” the specification for the Goods as set out at Schedule 1, or as otherwise may be agreed between the Supplier and the Customer in writing.
“Intellectual Property Rights”; patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Order"; the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form or as otherwise agreed in writing, but excluding any Customer standard terms of purchase, whether such Customer standard terms of purchase form part of, or are attached to, or referred to in, or otherwise purported to be incorporated into, the Customer’s purchase order form.
"Services"; the services (or any part of them) set out in the Order or which the Supplier may otherwise agree to supply to the Customer from time to time which may include (without limitation) the installation of such software as agreed between the Supplier and the Customer, the provision and inclusion of bespoke Customer packaging slips or arranging for the certification of products.
"Supplier"; Exacta Technologies Limited being a company registered England and Wales with company number 04166214 and whose registered address is 3 Vertex Park South, Emersons Green, Bristol. BS16 7LB.
1.2.
Construction. In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its personal representatives, successors and permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference in writing or written excludes fax but includes e-mails.
2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier sends an order confirmation email to the Customer at which point, and on which date, the Contract shall come into existence (“Commencement Date”). For the avoidance of doubt, by sending an order confirmation email and thereby accepting the Order, the Supplier does not, and shall not be deemed to, accept any Customer standard terms of purchase, whether such Customer standard terms of purchase form part of, or are attached to, or referred to in, or otherwise purported to be incorporated into, the Customer’s purchase order form, and no such terms of purchase shall form part of, or be incorporated into, the Contract.
2.3. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, promise, representation assurance or warranty (whether made innocently or negligently) made or given on behalf of the respective party which is not set out in the Contract.
2.4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Supplier may revoke or vary its standard terms of sale from time to time and the Customer is advised to review these prior to placing each Order.
2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
2.6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1. The Customer is responsible for ensuring that the terms of the Order and (where applicable) the Goods Specification are complete and accurate.
3.2. It shall be the Customer's sole responsibility to ensure the accuracy of the any Goods Specification supplied and the Customer acknowledges that it shall be solely responsible for ensuring that any Goods supplied in accordance the Goods Specification are satisfactory for the purpose that they are intended and that they will support, be compatible and inter-operable with any hardware, software or middleware which the Goods are intended to operate.
3.3. The Supplier reserves the right to amend the Goods Specification if the required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4.1. The Supplier warrants that on delivery the Goods shall:
4.1.1. conform with their written description or the Goods Specification; and
4.1.2. be free from material defects in design, material and workmanship.
4.2. Subject to Clause 4.3, if:
4.2.1. the Customer gives notice in writing to the Supplier within three days of delivery that some or all of the Goods do not comply with the warranty set out in Clause 4.1;
4.2.2. the Supplier is given a reasonable opportunity of examining such Goods;
4.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost; and
4.2.4. the Supplier agrees that the Goods do not comply with the warranty in Clause 4.1,
the Supplier shall, at its sole discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 4.1 if:
4.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with Clause 4.2;
4.3.2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
4.3.3. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
4.3.4. the Customer alters or repairs such Goods without the written consent of the Supplier;
4.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
4.3.6. the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4.4. Except as provided in this Clause 4, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 4.1.
4.5. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.1. Save as may otherwise be agreed or as otherwise set out in the order confirmation email (including, where applicable by reference to the relevant Incoterms 2023), the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
5.2. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
5.3. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.4. The Supplier shall be entitled to assume that any person who reasonably presents themselves as having authority to accept delivery on behalf of the Customer has such authority.
5.5. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.6. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the prices of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of Goods.
5.7. The Customer is required to inspect Goods upon arrival for any damage to the packaging. Should the Customer find damaging to the packaging, the Customer is required to notify the Supplier without delay, and in any event within 3 days of delivery.
5.8. The Supplier will have no liability for loss or damage to the Goods occurring prior to delivery, or for any other claim that the Goods are not in in accordance with the Contract unless claims to that effect are notified in writing by the Customer to the Supplier:
5.8.1. within three days of the delivery for loss, damage or non-compliance with the contract; or
5.8.2. within five days of the date of invoice, for non-delivery.
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
6.2.1. the Supplier receives payment in full (in cash or cleared funds) for the Goods and/or Services and any other goods and or services that the Supplier has supplied to the Customer; and
6.2.2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 6.4.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1. hold the Goods on a fiduciary basis as the Supplier’s bailee;
6.3.2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
6.3.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Suppliers behalf from the date of delivery;
6.3.5. notify the Supplier immediately if it becomes subject to any of the events listed in Clause 11.1.2 to 11.1.4; and
6.3.6. give the Supplier such information relating to the Goods as the Supplier may require from time to time relating to:
(a) the Goods; and
(b) the ongoing financial position of the Customer.
6.4. Subject to Clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1. it does so as principal and not as the Supplier’s agent; and
6.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5. At any time before title to the Goods passes to the Customer, the Supplier may:
6.5.1. by notice in writing, terminate the Customer’s right under Clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
6.5.2. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1. The Supplier or its sub-contractor shall provide the Services to the Customer.
7.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed by the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulatory or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4.
8.1. The Supplier shall retain all Intellectual Property Rights in the Goods and the Goods Specification, unless otherwise agreed in advance in writing with the Customer.
8.2. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
8.3. To the extent that the Goods and/or Services require the Supplier to incorporate, or otherwise make use of, any logos, materials or other Intellectual Property Rights of the Customer (“Customer IPR”), the Customer agrees to make such Customer IPR available to the Supplier promptly upon request and hereby grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to use, copy and modify any such Customer IPR for the term of the Contract for the purpose of providing the Goods and/or Services to the Customer. The Customer shall indemnify the Supplier 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 reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim or allegation made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Suppliers use of the Customer IPR.
9.1. The Customer shall:
9.1.1. ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
9.1.2. co-operate with the Supplier in all matters relating to the Services;
9.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises and other facilities as reasonably required by the Supplier or its nominated subcontractor to provide the Services;
9.1.4. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in material respects;
9.1.5. if necessary, prepare the Customer's premises for the supply of the Goods and/or Services;
9.1.6. keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
9.1.7. comply with any additional obligations as set out in the Goods Specification.
9.2. If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any actor or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
9.2.1. the supplier shall, without limiting or affecting any other rights or remedies available to it, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
9.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Clause 9.2; and
9.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9.3. The Customer agrees to indemnify the Supplier in respect of any cost incurred by the Supplier in respect of the collection, treatment, recovery or environmentally sound disposal of any waste electrical and electronic equipment, to the extent that such equipment is not from a private household. In this context, "private household" shall be interpreted in accordance with The Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE”).
10.1. The price for Goods shall be the price set out in the Supplier's quotation. The price of the Goods is exclusive of all costs and charges of insurance and delivery of the Goods, which shall be listed separately in the Supplier's invoice.
10.2. The Customer acknowledges that when delivering to countries outside of the United Kingdom additional charges may apply including in respect of local taxes and duties. To the extent that these apply, these shall be payable in full by the Customer and shall not be the responsibility of the Supplier.
10.3. The charges for Services shall be as agreed between the Supplier and the Customer.
10.4. Payment shall be due at the time of order or as otherwise agreed in writing between the Customer and Supplier. In the event that credit terms are agreed to by the Supplier, these are subject to the condition that they may vary or withdrawn at any time by the Supplier at its sole discretion.
10.5. The time of payment shall be of the essence of the Contract.
10.6. In the event of the obvious error within the Supplier's invoice, the Supplier reserves the right to submit a further invoice for the balance.
10.7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
10.8. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due the Supplier under the Contract by the due date for payment ("Due Date"), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 10.8 shall accrue each day at a the rate of 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
10.9. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
11.1.2. 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.3. 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; or
11.1.4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2. The Supplier agrees to provide to the Customer as much notice as reasonably possible, where it is no longer able to supply the Goods in conformance with the agreed Goods Specification. The parties will act reasonably to agree a replacement Goods Specification, but should an agreement not be reached either party shall have the right to terminate the Contract upon providing written notice to the other party of at least 1 month.
11.3. Where the Supplier supplies Goods to the Customer on a repeat basis and is unable to continue to provide the Goods at the price originally agreed, the Supplier shall provide notice to the Customer of at least 60 days of any planned uplift in price (“Price Review Notice”). The parties shall enter into a period of good faith negotiations to agree new terms. If no agreement can be found, the Customer shall have the right to terminate the Contract upon providing written notice to the Supplier of at least 1 month. If the Customer does not serve such notice to terminate, the price for the Goods shall be increased in accordance with the Price Review Notice with effect from such date as set out in the Price Review Notice.
11.4. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.5. Without limiting any other rights or remedies available to it, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, or the Customer becomes subject to any of the events listed in Clause 11.1.2 to 11.1.4 or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12.1. On termination of the Contract for any reason:
12.1.1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall then submit an invoice, which shall be payable by the Customer immediately on receipt;
12.1.2. the Customer shall return all of the Supplier Materials and Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
12.2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.3. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 13.2.
13.2. Each party shall keep confidential the operations, processes, product information, know-how, designs and trade secrets of the disclosing party. This shall include any information disclosed in the Goods Specification.
13.3. Each party may disclose the other party's confidential information:
13.3.1. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 13; and
13.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.4. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14.1. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
14.2. References to liability in this Clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.3. Nothing in these Conditions shall limit or exclude the Supplier's liability which cannot legally be limited, including liability for:
14.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.3.2. fraud or fraudulent misrepresentation;
14.3.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
14.3.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
14.3.5. defective products under the Consumer Protection Act 1987.
14.4. Subject to Clause 14.3, the Supplier’s total liability to the Customer shall not exceed 100% of the value of the Contract.
14.5. This Clause 14.5 sets out specific heads of excluded loss. The following types of loss are wholly excluded:
14.5.1. any loss of profit;
14.5.2. loss of sales or business;
14.5.3. loss of agreements or contracts;
14.5.4. loss of anticipated savings;
14.5.6. loss of or damage to goodwill; and
14.5.7. any loss of use or corruption of software, data or information.
14.6. In the case of Goods where the Supplier is acting as re-seller, the Supplier shall have no liability to the Customer in respect of defective Goods to the extent the Supplier itself is not able to recover from its own supplier or the manufacturer (as the case may be) in respect of the defect in question.
14.7. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.1. In the event that the Goods are defective, the Supplier may at its absolute discretion permit them to be return in order to repair or to replace them as the Supplier sees fit.
14.2. In the event that the Supplier permits the Customer to return Goods in accordance with clause 14.1, the Customer shall ensure that the Goods are suitably packaged.
14.3. In the event that the supplier agrees to the return of Goods other than in accordance with clause 14.1, the Customer shall ensure that the Goods are returned in their original packaging in a clean and re-saleable condition.
14.4. In any event, the Supplier shall accept no liability for damage or destruction to the Goods arising from the Goods being returned otherwise than in accordance with this clause 14.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The parties agree and acknowledge that the inability to pay any charges due under the Contract shall not constitute a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 5 days' written notice to the affected party.
16.1. The Customer acknowledges that certain Goods are subject to export and other resale restrictions. If Customer delivers the Goods to any customer who may use the Goods outside the United Kingdom, United States or European Union or EFTA countries, Customer acknowledges and shall advise its customers that some Goods are controlled for resale or export by the United Kingdom, U.S. Department of Commerce, the EU or EU/EFTA member state bodies and such Goods may require authorisation prior to resale or export. Customer agrees that it will not export, re-export, or otherwise distribute Goods, or any direct products thereof, in violation of any dual use restrictions and export control laws or regulations of the United Kingdom, U.S., the EU or any EU/EFTA member state. Customer warrants that it will not resell, export or re-export any Goods with knowledge that the Goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless the Customer has obtained prior approval from the United Kingdom, U.S. Department of Commerce, the EU or the competent EU/EFTA member state's government agency. The Customer further warrants that it will not export or re-export, directly or indirectly, any Goods to embargoed countries or resell any Goods to companies or individuals restricted from purchasing Goods including those listed on the Sanctioned Parties List published by the U.S. Department of Commerce and similar lists issued by the UK, EU or EU countries.
16.2. The restrictions set out herein change from time to time. If the Customer has any questions regarding its obligations under U.S export regulations the Customer should contact the Bureau of Export Administration, U.S. Department of Commerce, Office of Export Licencing, Washington DC, USA (202) 377 4811 or the local U.S Consulate. Information concerning restrictions applicable to export from the UK can be obtained from the UK Export Control Joint Unit (“ECJU”).
16.3. It shall be the Customer's responsibility to comply with all export and other resale restrictions. Upon request the Customer agrees to reaffirm in writing its compliance and its intentions to comply with applicable export and restricted user and uses regulations.
16.4. The Customer shall indemnify the Supplier 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 reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with and breach by the Customer of the provisions of clauses 16.1 to 16.3 or otherwise arising out of any failure on the part of the Customer (or any of its customers) to comply with any export and other resale legislation, regulations or restrictions that are or may be applicable to the Goods.
17.1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by email to the other party's main email address as set out in the Order.
17.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, at the time of transmission, or, if this time falls outside the Supplier’s business hours in the place of receipt, when Supplier’s business hours resume.
17.3. This Clause 17 shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18.1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
18.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extend required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.2. If any provision or part provision of the Contract is deemed deleted under this Clause 19, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way.
21.1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
21.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing by both parties. Any agreement to vary the Contract must be signed by a director of the Supplier.
23.1. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
23.2. The number of arbitrators shall be one.
23.3. The seat, or legal place, of arbitration shall be London, England.
23.4. The language to be used in the arbitral proceedings shall be English.
23.5. The governing law of the contract shall be the substantive law of England and Wales
This Contract, and any dispute of 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, and subject to Clause 23 the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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