Terms and Conditions

1. Definitions and Interpretation
1.1 In these Conditions, the following definitions apply:
Applicable Laws: any law, enactment or regulation known by the Supplier to be applicable to the Goods and any standards relevant to the Goods, including, where relevant, any Commercial Building Telecoms Standard (including any Telecommunications Industry Association Standard), International Organisation for Standardisation Standard (including any International Electrotechnical Commission Standard) and British and/or European Standard;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Conditions: these terms and conditions of sale as amended from time to time in accordance with Clause 15.8;
Confirmed Delivery Date: the date that the Supplier expects to deliver the Goods to the Customer as detailed in the Order Confirmation or, if the Goods are being collected by the Customer, the date the Supplier expects to notify the Customer that the Goods are ready for collection as detailed in the Order Confirmation and if there is no such date detailed in the Order Confirmation, the confirmed delivery date shall be three (3) months from the date of the Order Confirmation;
Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions including the Order and Order Confirmation and, where relevant, the Goods Specification, as amended;
Customer: the party who purchases the Goods from the Supplier as detailed in the Order;
Delivery Date: the date the Goods are:
a) delivered to the Customer at the Location; or
b) collected by the Customer from the Location.
Despatch Date: the date the Goods are despatched for delivery to the Customer;
Force Majeure Event: an event beyond the reasonable control of either party including act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport and/or logistics network, accident, breakdown or unavailability of plant or machinery, fire, flood, storm or default of either party’s suppliers and/or subcontractors;
Goods: the goods (or any part of them) supplied by the Supplier set out in the Order Confirmation;
Goods Specification: any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Customer and the Supplier;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;
Location: the location where the Supplier will deliver the Goods as detailed in the Order Confirmation or such other location as may be agreed by the parties in writing from time to time;
Order: the Customer's order for the supply of Goods submitted by the Customer to the Supplier;
Order Confirmation: written acceptance of the Order from the Supplier to the Customer, as amended or revised by the Supplier;
Supplier: the Brand-Rex entity detailed as such in the Order.
1.2 In these Conditions, the following rules apply:
a) a reference to a Clause or paragraph is to a Clause or paragraph of these Conditions, unless the context otherwise requires;
b) the headings of these Conditions are for convenience only and shall not affect its construction or interpretation;
c) words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender;
d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
e) a reference to a party includes its personal representatives, successors or permitted assigns;
f) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
g) 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; and
h) a reference to writing or written includes faxes and e-mails.
2. Order Process
2.1 The Supplier may issue to the Customer a price list detailing the current price of the Goods or a quotation detailing an estimate for the price of Goods. Any quotation given by the Supplier shall not constitute an offer, and is only valid for the quotation validity period detailed in the quotation. The Customer can only order Goods from the Supplier in accordance with Clause 2.2.
2.2 The Customer shall place orders for Goods by sending a completed Order to the Supplier. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when the Supplier issues an Order Confirmation and the Contract shall come into existence from the date of the Order Confirmation (“Commencement Date”).
2.4 The Supplier may, at its sole discretion, accept amendments to an Order proposed by a Customer after the Commencement Date. The Supplier shall only consider changes to the Location if the Customer gives the Supplier written notice of any such changes:
a) at least two (2) Business Days’ before the Despatch Date for Goods being delivered within the UK; or
b) at least seven (7) Business Days’ before the Despatch Date for Goods being delivered outside of the UK; and
the Supplier is entitled to charge the Customer for any additional costs or expenses associated with such change unless the Supplier agrees otherwise with the Customer in writing.
2.5 Any samples, drawings, descriptive matter or other descriptions of the Goods contained in the Supplier's catalogues, brochures or other marketing materials are issued or published for the sole purpose of giving an approximate understanding of the relevant Goods. They shall not form part of the Contract or have any contractual force. This does not include the Goods Specification which is contractually binding
2.6 These Conditions shall prevail over and apply to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing to the fullest extent permitted at law.
3. Delivery of Goods
3.1 The Supplier will use its reasonable endeavours to deliver the Goods to the Location on the Confirmed Delivery Date. The Confirmed Delivery Date is approximate only, and the time of delivery is not of the essence.
3.2 Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable).
3.3 Delivery of the Goods shall be completed in accordance with the relevant Incoterm outlined in the Order Confirmation. Where no Incoterm is detailed, delivery of the Goods shall be completed once the Goods have been despatched from the UK.
3.4 If the Supplier fails to deliver the Goods within twenty (20) Business Days of the Confirmed Delivery Date], its liability shall be limited to the cost of replacement goods of similar description and quality and any other costs reasonably agreed between the Supplier and the Customer prior to despatch of the replacement goods to the Customer. 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 the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
3.5 If the Customer fails to collect the Goods from the Location or the Supplier Premises in accordance with Clause 3.3 within twenty (20) Business Days of the Supplier notifying the Customer in writing that the Goods are ready for collection then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the twentieth (20th) Business Day following the day on which the Supplier notified the Customer in writing that the Goods were ready for collection and the Supplier will notify the Customer in writing of such deemed completion;
b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance);
c) the Supplier may terminate the Contract, retain, resell or dispose of the Goods and charge the Customer reasonable cancellation charges.
3.6 The Customer shall be responsible for inspecting the Goods immediately following delivery and notifying the Supplier in writing of any errors in the Delivery Note or defects in the Goods within three 3 Business Days of delivery. Subject to Clause 3.7, if, at the Point of Delivery, the Customer rejects the Goods without cause, the Supplier may:
a) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs or charge the Customer for any shortfall below the price of the Goods or,
b) where the Goods have been manufactured and supplied in accordance with a Goods Specification, charge the Customer for the full price of the Goods and any reasonable cancellation charges.
3.7 For the purposes of Clause 3.6, where it has been agreed between the Customer and the Supplier in the Order Confirmation that Goods will be delivered to a port or vessel under Incoterms in accordance with Clause 3.3, the point of delivery shall be the premises or site agreed between the Supplier and Customer in the Order Confirmation or, where no such premises or site has been agreed, the closest Customer warehouse to such port or vessel (“Point of Delivery”). The Customer shall collect the Goods from the Point of Delivery within 5 weeks of the date such Goods are delivered to the Point of Delivery by the Supplier.
3.8 Unless otherwise specified in writing between the parties, the Supplier reserves the right to deliver to the Customer up to and including 10 per cent more or less (+/- 10%) than the quantity or, where appropriate, length of Goods ordered. The Customer shall pay for the actual quantity or, where appropriate, length delivered.
3.9 The Supplier may deliver the Goods by instalments, as agreed with the Customer and outlined in an Order Confirmation or otherwise agreed in writing between the Customer and the Supplier, 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 remaining instalments.
3.10 The Supplier will agree with the Customer in writing if packaging and/or containers are to be made available by the Customer for collection by the Supplier. In such instance, the Customer shall make such containers and/or packaging available for collection by the Supplier at such times as the Supplier shall reasonably request. Collection of containers and/or packaging shall be at the Supplier's expense unless otherwise agreed by the parties in writing. If the Supplier does not collect or arrange collection of packaging and/or containers within ten (10) Business Days of the agreed collection date, the Customer may dispose of or destroy the packaging and/or containers without liability to the Supplier.
4. Goods
4.1 The Goods are described in the Supplier's catalogue in accordance with Clause 2.5, or where relevant, the Goods Specification or in any relevant and communicated data sheet provided to the Customer prior to the Customer placing an Order.
4.2 The Supplier reserves the right to amend any Goods Specification if required by any applicable statutory or regulatory requirements or due to any cost reduction or product improvement. Where such circumstances have a direct impact on the size, dimensions or functionality of the Goods, the Supplier shall notify the Customer in writing of such changes as soon as reasonably practicable.
4.3 The Customer shall:
a) ensure that the Order and the Goods Specification are complete, clear and accurate; and
b) obtain and maintain all necessary licences (including import licences), permissions and consents which may be required in respect of the Goods before delivery of the Goods.
5. Quality of Goods
5.1 The Supplier warrants that on the Delivery Date and for a period of 12 months from the Delivery Date the Goods shall:
a) conform with Applicable Laws, including any applicable industry standards;
b) conform with any applicable Goods Specification based on information provided by the Customer in respect of the Goods;
c) be free from material defects in design, material and workmanship; and
d) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these Conditions are expressly excluded to the fullest extent permitted by law.
5.2 Subject to Clause 5.3, the Customer shall notify the Supplier in writing in accordance with Clause 3.6 if the Goods do not comply with the warranties set out in Clause 5.1 and, if requested to do so by the Supplier, return such Goods to the Supplier's place of business at the Supplier's cost. The Supplier shall be entitled to examine, and take samples of, such Goods to verify whether they comply with the warranties set out in Clause 5.1. Where the Supplier accepts the Goods do not comply with the warranties set out at Clause 5.1, it shall, at its option, repair or replace such Goods. Any dispute regarding compliance with the warranties shall be determined in accordance with Clause 14.
5.3 The Supplier shall not be liable for any failure to comply with the warranties in Clause 5.1 if:
a) the Customer makes any further use of such Goods after giving a notice in accordance with Clause 5.2;
b) the non-compliance arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
c) the non-compliance arises as a result of the Supplier following any drawing, design, specification or instructions supplied by the Customer;
d) the Customer alters or repairs such Goods without the written consent of the Supplier;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working or environmental conditions;
f) the non-compliance arises as a result of changes made to ensure the Goods comply with Applicable Laws and / or industry standards; and
g) the quantities and/or length of Goods, as appropriate, vary from the quantities and/or length of Goods in the Order in accordance with Clause 3.8 or the length of the Goods differs from the estimation given by the Supplier to the Customer and the Customer is given an opportunity to verify the Supplier’s estimation but refuses to do so.
5.4 Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with any warranty set out in Clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under Clause 5.2.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on delivery in accordance with Clause 3.4.
6.2 Title to the Goods shall pass to the Customer following the Supplier’s receipt of payment in full (in cash or in cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition;
d) keep the Goods insured against all risks for their full price on the Supplier's behalf from the Delivery Date;
e) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 11.2; and
f) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 11.2 then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
a) require the Customer to deliver to the Supplier all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
b) if the Customer fails to promptly deliver such goods as set out in Clause 6.4 (a), enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Charges and payment
7.1 The price for Goods shall be:
a) the price set out in the Order Confirmation or in any separate agreement between the Supplier and the Customer in respect of the Goods; or
b) if no price is quoted in the Order Confirmation or there is no separate agreement between the Supplier and the Customer in respect of the Goods, the retail price set out in the Supplier's price list published as at the Delivery Date.
7.2 Except where the Goods are collected by the Customer from the Supplier Premises (in which case the price of the Goods is inclusive of insurance), the price of the Goods is exclusive of:
a) any costs and charges of expedited postage carriage or freight, including any additional handling charges, or any additional packaging required and approved by the Customer or requested by the Customer;
b) insurance;
c) any customs, import or other duties charged in respect of the sale and importation of the Goods into the country in which the Goods are to be delivered, which shall be charged to the Customer by the Supplier in addition to the price of the Goods.
7.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before the Delivery Date, to reflect any increase in the cost of the Goods to the Supplier that is due to:
a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Customer to change the Confirmed Delivery Date, Location, quantities or types of Goods ordered, or (where applicable) the Goods Specification; or
c) any delay caused by any instructions or failure to give the Supplier adequate or accurate information or instructions of the Customer in respect of the Goods,
d) where there is a change to the Goods Specification, where relevant.
7.4 The Supplier shall invoice the Customer on the Despatch Date, or on the Despatch Date for each instalment, as appropriate, and the Customer shall pay each invoice submitted by the Supplier:
a) within 30 days of the date of the invoice unless otherwise agreed in writing between the parties; and
b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
7.5 All amounts payable by the Customer under the Contract are exclusive of value added tax, any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid in addition. If the Customer is required under any Applicable Laws to withhold or deduct any amount from the payments due to the Supplier, the Customer shall increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the highest amount permitted by law. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7.8 On request by the Supplier, the Customer shall enter into a security for the due performance of all of the Customer’s obligations to the Supplier under the Contract.
8. Intellectual Property Rights
8.1 The Customer acknowledges that:
a) the Intellectual Property Rights in and to the Goods are owned by the Supplier or any licensors of the Supplier; and
b) nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights; and
c) the Supplier asserts its full rights to control the use of its trade marks throughout the world and the Customer shall assist the Supplier as required in preventing parallel importers from diluting the Supplier’s rights. Any reputation in any trade marks affixed or applied to the Goods shall accrue to the sole benefit of the Supplier or any other owner of the trade marks from time to time.
8.2 The Customer shall not repackage the Goods and/or remove any copyright notices, confidential or proprietary identification from the Goods save for any removal which is a necessary result of a manufacturing process of which the Supplier has been previously notified in writing by the Customer.
8.3 The Customer shall not use or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Supplier or any associated company of the Supplier owns or claims rights in anywhere in the world.
8.4 If at any time it is alleged that the Goods infringe the rights of any third party or if, in the Supplier’s reasonable opinion, such an allegation is likely to be made, the Supplier may, at its sole option and own cost:
a) modify or replace the Goods in order to avoid the infringement; or
b) procure for the Customer the right to continue using the Goods; or
c) repurchase the Goods at the price paid by the Customer, less depreciation.
8.5 To the extent that the Goods are to be manufactured in accordance with any Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 professional costs and expenses) suffered or incurred by the Supplier in connection with any claim 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 Supplier's use of the Goods Specification. This Clause 8.5 shall survive termination of the Contract.
8.6 The Customer shall promptly and fully notify the Supplier of:
a) any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Customer’s notice; and
b) any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Goods infringes the rights of any person.
8.7 The Customer agrees (at the Supplier's request and expense) to do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings in relation to any infringement or claim referred to in Clause 8.6.
9. Confidentiality
9.1 Each party undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it acquires prior to or during the course of the Contract, including all technical data, designs and drawings, except any information that is:
a) subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or
b) already in its possession or in the public domain other than as a result of a breach of this Clause 9;
9.2 Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this Clause 9 by its employees, agents and subcontractors.
10. Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude either party's liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
d) defective products under the Consumer Protection Act 1987.
10.2 Subject to Clause 10.1:
a) the Supplier's total liability to the Customer 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 be limited to the price paid by the Customer to the Supplier for the Goods affected; and
b) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, data, revenue, business opportunity, anticipated savings, goodwill or reputation or any indirect or consequential loss arising under or in connection with the Contract.
10.3 The Supplier shall not be liable for any losses arising from the Customer’s subsequent use or misuse of the Goods including:
a) fair wear and tear;
b) wilful damage;
c) the Customer’s negligence, or that of its agents or employees, or any failure to follow the Supplier’s instructions as to use of the Goods;
d) abnormal working conditions beyond those referred to in the Specification; and
e) any alteration or repair of the Goods by any manufacturing process or otherwise, save for any latent defect which means that the Goods did not comply with the Specification.
10.4 Any claim in respect of the Goods must be accompanied by all documentary evidence in the Customer’s possession, including but not limited to production labels and samples. The Supplier may suspend further deliveries of the Goods until such claim has been decided in accordance with Clause 14.
10.5 The Supplier shall not be liable for:
a) non-delivery of the Goods in accordance with Clause 3.5, in whole or in part, unless the Customer notifies the Supplier in writing of such non-delivery within three (3) Business Days of the Confirmed Delivery Date or, in cases where a Delivery Date is not advised within the Order Confirmation, ten (10) Business Days of the Despatch Date and the Supplier fails to deliver the Goods within ten (10) Business Days of receipt of such notice;
b) damage to or loss of all or part of the Goods in transit (except where the Goods are carried by the Supplier’s own transport or by a carrier on behalf of the Supplier where the Customer notifies the Supplier and, where appropriate, the carrier of the Goods, within five (5) Business Days of receipt of the Goods);
c) shortages in the quantity of the Goods outside the percentage fluctuation detailed in Clause 4.9 unless the Customer notifies the Supplier of a claim within five (5) Business Days of receipt of the Goods.
10.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10.7 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without limiting its other rights or remedies the Customer may terminate the Contract by giving the Supplier not less than twenty one (21) days' written notice and the Supplier may charge the Customer reasonable cancellation charges.
11.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
a) makes or applies for an interim order; or
b) has a voluntary arrangement approved; or
c) presents petition for a bankruptcy order or a bankruptcy order is made against it; or
d) has a receiver or trustee in bankruptcy appointed over its estate; or
e) has a voluntary arrangement proposed or approved, an administration order made or a receiver or administrative receiver appointed over its assets or undertakings, or
f) has a winding-up resolution or petition passed or presented (otherwise than for the purposes of solvent reconstruction or amalgamation); or
g) any circumstances arise which entitle the court or a creditor the company or its directors to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order, or other similar or equivalent action is taken against or by the other party by reason of its insolvency or in consequence of debt.
11.3 Without limiting its other rights or remedies, the Supplier may:
a) suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 11.2 or the Supplier reasonably believes that the Customer is about to become subject to any of them;
b) if the Customer fails to pay any amount due under this Contract on the due date for payment:
(i) suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier; or
(ii) terminate the Contract with immediate effect by giving written notice to the Customer.
11.4 On termination of the Contract for any reason:
a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;
b) both parties shall return any confidential information of the other party to that party;
c) return containers and / or packaging as agreed between the Supplier and the Customer in accordance with Clause 3.10;
d) the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
e) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. Anti-Bribery and Corruption
12.1 The Supplier shall:
a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
c) have and shall maintain in place throughout the term of Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with clause 16.1 (b), and will enforce them where appropriate;
d) promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Contract; and
e) immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Contract).
12.2 For the purpose of this Clause 12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
13. Force Majeure
13.1 Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. The time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the Force Majeure Event.
13.2 If the Force Majeure Event prevents either party from performing its obligations under this Contract for more than six (6) months, the other party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the party prevented from performing its obligations under this Contract.
14. Dispute Resolution
14.1 Subject as may be provided elsewhere in these Conditions, all disputes, differences or questions arising in relation to this Contract shall be referred in the first instance to the Commercial Director of the Supplier and an equivalent role of the Customer, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within one (1) month of the dispute being referred to them.
14.2 If the individuals referred to in Clause 14.1 fail to resolve the dispute, it shall be referred to the Chief Executive of the Supplier and an equivalent of the Customer, who shall meet together and attempt to settle the dispute between them (acting in good faith) within one (1) month of the dispute being referred to them.
14.3 If the individuals referred to in Clause 14.2 fail to resolve the dispute, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed between the parties, within twenty (20) Business Days of one party issuing a request to mediate to the other party. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in London and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales.
14.4 If the dispute is not settled by mediation within twenty (20) Business Days of commencement of the mediation or within such further period as the parties may agree in writing, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of twenty (20) Business Days, or the mediation terminates before the expiration of the said period of twenty (20) Business Days, either party shall be entitled to raise court proceedings in accordance with Clause 15.11.
15. General
15.1 Assignment and other dealings
a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
b) The Customer shall not, without the prior written consent of the Supplier, such consent not to be unreasonably withheld, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 Notices
a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid, tracked, first-class post or other next working day delivery service, or by commercial courier or e-mail.
b) A notice or other communication shall be deemed to have been received:
a) if delivered personally, when left at the address referred to in Clause 15.2(a);
b) if sent by pre-paid, tracked, first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or
d) if sent by e-mail, one Business Day after transmission.
e) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.3 Severance
a) 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 15.3 shall not affect the validity and enforceability of the rest of the Contract.
b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.4 Entire Agreement
a) These Conditions and any separate agreement agreed between the Customer and the Supplier in respect of the supply of Goods constitute the entire agreement between the parties in connection with its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding or undertaking (in each case whether written or oral) given or made before the date of this Contract by or on behalf of the parties and relating to its subject matter.
b) Neither party has relied on any statement, representation, agreement, understanding or promise made by the other except as expressly set out in these Conditions.
15.5 Waiver: A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.6 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of another party for any purpose, unless otherwise agreed in writing between the parties. Neither party shall have authority to act as agent for, or to bind, the other party in any way. Any sales representatives used by the Supplier in connection with the Goods does not have the authority to act as agent for, or to bind, the Supplier in any way and any Contract will only be valid and binding if entered into between the Supplier and the Customer, unless otherwise notified in writing by the Supplier to the Customer.
15.7 Third party rights: A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
15.8 Variation: Except as set out in these Conditions, 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 Customer and the Supplier.
15.9 Governing Law: This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Notwithstanding the foregoing, the Supplier reserves its right to bring any claims arising hereunder before any competent court of the country in which the Customer is resident or maintains a business address.

AGREEMENT BETWEEN USER AND Brand-Rex Ltd.

The Brand-Rex Ltd. Web Site is comprised of various Web pages operated by Brand-Rex Ltd..

The Brand-Rex Ltd. Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Brand-Rex Ltd. Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Brand-Rex Ltd. reserves the right to change the terms, conditions, and notices under which the Brand-Rex Ltd. Web Site is offered, including but not limited to the charges associated with the use of the Brand-Rex Ltd. Web Site.

LINKS TO THIRD PARTY SITES

The Brand-Rex Ltd. Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Brand-Rex Ltd. and Brand-Rex Ltd. is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Brand-Rex Ltd. is not responsible for webcasting or any other form of transmission received from any Linked Site. Brand-Rex Ltd. is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Brand-Rex Ltd. of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Brand-Rex Ltd. Web Site, you warrant to Brand-Rex Ltd. that you will not use the Brand-Rex Ltd. Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Brand-Rex Ltd. Web Site in any manner which could damage, disable, overburden, or impair the Brand-Rex Ltd. Web Site or interfere with any other party's use and enjoyment of the Brand-Rex Ltd. Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Brand-Rex Ltd. Web Sites.

USE OF COMMUNICATION SERVICES

The Brand-Rex Ltd. Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

Brand-Rex Ltd. has no obligation to monitor the Communication Services. However, Brand-Rex Ltd. reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Brand-Rex Ltd. reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Brand-Rex Ltd. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Brand-Rex Ltd.'s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Brand-Rex Ltd. does not control or endorse the content, messages or information found in any Communication Service and, therefore, Brand-Rex Ltd. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorised Brand-Rex Ltd. spokespersons, and their views do not necessarily reflect those of Brand-Rex Ltd..

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Brand-Rex Ltd. OR POSTED AT ANY Brand-Rex Ltd. WEB SITE

Brand-Rex Ltd. does not claim ownership of the materials you provide to Brand-Rex Ltd. (including feedback and suggestions) or post, upload, input or submit to any Brand-Rex Ltd. Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Brand-Rex Ltd., its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Brand-Rex Ltd. is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Brand-Rex Ltd.'s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Brand-Rex Ltd. WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Brand-Rex Ltd. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Brand-Rex Ltd. WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Brand-Rex Ltd. WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Brand-Rex Ltd. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Brand-Rex Ltd. WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Brand-Rex Ltd. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Brand-Rex Ltd. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Brand-Rex Ltd. WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Brand-Rex Ltd. WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Brand-Rex Ltd. WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Brand-Rex Ltd. WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Brand-Rex Ltd. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Brand-Rex Ltd. WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Brand-Rex Ltd. WEB SITE.

SERVICE CONTACT : webmaster@brand-rex.com

TERMINATION/ACCESS RESTRICTION

Brand-Rex Ltd. reserves the right, in its sole discretion, to terminate your access to the Brand-Rex Ltd. Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the Brand-Rex Ltd. Web Site. Use of the Brand-Rex Ltd. Web Site is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Brand-Rex Ltd. as a result of this agreement or use of the Brand-Rex Ltd. Web Site. Brand-Rex Ltd.'s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Brand-Rex Ltd.'s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Brand-Rex Ltd. Web Site or information provided to or gathered by Brand-Rex Ltd. with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Brand-Rex Ltd. with respect to the Brand-Rex Ltd. Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Brand-Rex Ltd. with respect to the Brand-Rex Ltd. Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Brand-Rex Ltd. Web Site are: © 2007-2013 Brand-Rex Ltd. All rights reserved. and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organisations, products, people and events depicted herein are fictitious. No association with any real company, organisation, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that any of the Brand-Rex websites are in violation of copyright and/or patent laws, then notify the Brand-Rex webmaster in writing, and the infringement notice will be passed to the relevant parties. Brand-Rex reserves the right to query such notices for 30 days from the date of reciept without taking any further action.

1.       Definitions and Interpretation
1.1      In these Conditions, the following definitions apply:
  Applicable Laws: any applicable UK, European or other international law, directive, enactment, standard or regulation known to be applicable to the Goods;
  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
  Commencement Date: has the meaning set out in clause 2.1;
  Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8;
  Contract: the contract between the Customer and Supplier for the supply of Goods and/or Services comprising the Order, these Conditions and any Goods Specification and/or Purchase Specification;
  Customer: Brand-Rex Limited, a company registered in England and Wales with company number 02340157 and having its registered office at The Old Courtyard, 11 Lower Cookham Road, Maidenhead, SL6 8JN;
  Defect: any defect with the Goods or Services from (i) faulty materials, workmanship or design by the Supplier that has arisen under proper use or (ii) the Goods and Services are not in accordance with the Contract notwithstanding that the Customer may have accepted such Goods and Services, either within 12 months of using the Goods or Services or 18 months after delivery of the Goods or completion of the Services, whichever is the later;
  Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);
  European Union Directives: EU Directive 2012/19/EU Waste Electrical and Electronic Equipment Directive; EU Directive 2002/95/EC, the RoHS (Restrictions of Hazardous Substances) Directive and EU Directive 76/769/EC, the Dangerous Substances Directive;
  Force Majeure Event: an event beyond the reasonable control of either party including act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), and in relation to the Customer only failure of a utility service or transport and/or logistics network, accident, breakdown or unavailability of plant or machinery, fire, flood, storm or default of either party’s suppliers and/or subcontractors;
  Free Issue Materials: means all Customer materials supplied by the Customer to the Supplier free of charge;
  Goods: the goods (or any part of them) set out in the Order Confirmation;
  Goods Specification or Purchase Specification: any specification for the Goods, including any related plans and drawings that are agreed in writing by the Customer and the Supplier;
  Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;
  Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification;
  Service Specification: the description or specification for Services agreed in writing by the Customer and the Supplier;
  Standards: British and, where applicable, international standards and guidance; and
  Supplier: the person or firm from whom the Customer purchases the Goods and/or Services.
1.2      In these Conditions, the following rules apply:
  a) a reference to a Clause or paragraph is to a Clause or paragraph of these Conditions, unless the context otherwise requires;
  b) the headings of these Conditions are for convenience only and shall not affect its construction or interpretation;
  c) words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender;
  d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  e) a reference to a party includes its personal representatives, successors or permitted assigns;
  f) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and  includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  g) 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; and
  h) a reference to writing or written includes faxes and e-mails.
2.       Ordering Goods
2.1      The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions and will detail the price, location of delivery, the delivery date, and where appropriate, reference to the relevant Goods Specification.
2.2      Unless otherwise agreed in writing between the Customer and the Supplier, the Order shall be deemed to be accepted on the earlier of:
  a) the Supplier issuing written acceptance of the Order;
  b) any act by the Supplier consistent with fulfilling the Order,
  at which point and on which date the Contract shall come into existence (Commencement Date).
2.3      If it becomes likely that the Supplier is unable to meet any requirements within the Order due to an increase in labour, materials and/or other manufacturing costs or due to a change to the process or processes used to manufacture the Goods, the Supplier shall notify the Customer as soon as possible and any amendments to such requirements are subject to the prior written consent of the Customer.
2.4      All of these Conditions shall prevail over and apply to the exclusion of any other terms that the Supplier may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing to the fullest extent permitted at law.
3.       Quality of Goods
3.1      The Supplier shall ensure that the Goods shall:
  a) comply with Applicable Laws and Standards and, where relevant, European Union Directives, including health and safety rules and regulations and any other security requirements that the Supplier applies at its own premises and, if attending any Customer premises, any such rules, regulations and requirements that apply at such Customer premises;
  b) correspond with any description and any applicable Goods Specification or Purchase Specification;
  c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgment;
  d) where applicable, be free from Defects in design, materials and workmanship and remain so for 12 months after delivery; and
  e) in respect of any hazardous Goods:
  (i) be marked with the appropriate  pictograms, signal words and statements (hazardous and precautionary) and any required supplemental information; and
  (ii) the name of the Goods shall be in the language of the country in which the Goods are supplied (English in the UK); and
  (iii) the Supplier shall provide advice and precautionary leaflets in the language of the country in which the Goods are supplied (English in the UK) in respect of such Goods and/or materials, where appropriate.
3.2      All Goods shall be inspected by the Supplier to ensure they comply fully with the Goods Specification, any Purchase Specification, the terms of the Order and any amendments agreed between the parties.
3.3      The Supplier 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.
3.4      If requested by the Customer, all Goods supplied under an Order shall be made available by the Supplier for inspection and / or testing by the Customer, its distributors, its customers or subcontractors, and the Customer shall give reasonable written notice, no later than two (2) Business Days’ notice, to the Supplier when the Customer wishes the Supplier to make the Goods available for inspection and / or testing. No delivery of the Goods shall be made to the Customer until the Customer has confirmed to the Supplier in writing that the Goods have been inspected and / or tested and approved and can be delivered to the Customer.
3.5      If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall:
  a) inform the Supplier and the Supplier shall repair or replace the Goods at no cost to the Customer within 7 days of informing the Supplier; or
  b) otherwise agree an alternative remedy with the Supplier.
3.6      Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. Where the Supplier repairs and/or replaces any Goods pursuant to Clause 3.5, the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4.       Delivery of Goods
4.1      The Supplier shall ensure that:
  a) the Goods are properly packed and secured in accordance with EC Directive 94/62/EC, Packaging and Packaging Waste and in such manner as to enable them to reach their destination in good condition;
  b) each delivery of the Goods is accompanied by a delivery note  which shows the Order number, the type and quantity of the Goods (including the code number of the Goods (where applicable))and special delivery instructions (if any). (“Delivery Note”);
  c) if the Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
4.2      If detailed in an Order each delivery of Goods shall be accompanied by a certificate of conformity or a test certificate which shall:
  a) in respect of the test certificate only, confirm that the Goods have been tested;
  b) confirm that the Goods comply with all drawings;
  c) confirm that the Goods comply with requirements of the Order;
  d) confirm that the Goods comply with all relevant specifications, including Applicable Laws, Standards and any Goods specification or Purchase Specification;
  e) be signed by a senior director or manager of the Supplier who is responsible for quality and such role must be noted on the certificate.
4.3      The Supplier shall deliver the Goods:
  a) on the date specified in the Order or, if no such date is specified, then within five (5) Business Days of its receipt of the Order;
  b) to the Location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location);
  c) at the time specified in the Order or, if no such time is specified, during the Customer's normal hours of business, being 8am until 5pm, on a Business Day or as instructed by the Customer and time shall be of the essence regarding the delivery of the Goods,
  and if delivery is not made on these terms, notwithstanding the other terms of these Conditions and without prejudice to any other rights or remedies of the Customer under these Conditions, the Customer shall have a right to immediately terminate the Contract with the Supplier on reasonable notice to the Supplier.
4.4      Unless otherwise agreed in writing between the Customer and the Supplier, the Goods shall be deemed delivered:
  a) when they have been unloaded at the Delivery Location; and
  b) following the Customer’s inspection of them, where requested in accordance with Clause 3.4.
4.5      The Supplier shall deliver the quantity of Goods detailed in the Order at the price detailed in the Order, unless otherwise agreed in writing between the Supplier and the Customer.
4.6      The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.
4.7      Unless otherwise agreed between the Customer and Supplier in writing, title and risk in the Goods shall pass to the Customer immediately on completion of delivery in accordance with Clause 4.4 unless payment for the Goods is made by the Customer prior to delivery, in which event title in the Goods shall pass to the Customer immediately on payment for the Goods.
5.       Supply of Services
5.1      The Supplier shall from the date set out in the Order and for the duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract.
5.2      The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer and time shall be of the essence regarding performance of the Services.
5.3      In providing the Services, the Supplier shall:
  a) co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
  b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade and the Supplier is deemed to have inspected the premises in which the Services are to be carried out in order to understand the Services to be carried out and satisfied itself in relation to all matters connected the Services and such premises;
  c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;
  d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;
  e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
  f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
  g) obtain and at all times maintain all necessary licences and consents, and comply with all Applicable Laws and regulations;
  h) observe all health and safety rules and regulations and any other security requirements that apply at any of the Supplier’s premises, and if attending any Customer premises, any such rules, regulations and requirements that apply at such Customer premises;
  i) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act onthe Services;
  j) be responsible for the safety, proper use and maintenance of, and assume the risk in, the Free Issue Materials in its possession in connection with the Contract but the Free Issue Materials shall remain the property of the Customer, its customers and/or its subcontractors;
  k) use the Free Issue Materials solely for the purposes of carrying out its obligations under the Contact and for no other purpose whatsoever without the prior written consent of the Customer;
  l) return and dispose of all excess Free Issue Materials only as instructed by the Customer to the Supplier in writing and any Free Issue Materials destroyed due to the negligence or wilful default of the Supplier or lost whilst in the possession of the Supplier shall be replaced at the Supplier’s cost.
5.4      The Customer shall be entitled to reject any Services that are not performed in accordance with the terms of these Conditions.
6.       Customer Remedies
6.1      If the Supplier (i) fails to deliver the Goods and/or perform the Services by the applicable date, (ii) has delivered Goods or performed Services that do not comply with the undertakings set out in Clause 3.1 or Clause 5.3 respectively, or (iii) if the Customer discovers a Defect in respect of the Goods and/or Services then without limiting its other rights or remedies, whether or not it has accepted the Goods and/or Services, the Customer shall be entitled to:
  a) terminate the Contract with immediate effect by giving written notice to the Supplier;
  b) refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
  c) recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party; and
  d) claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates.
6.2      In addition to the remedies detailed in Clause 6.1:
  a) if the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Customer may, where the Customer has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been deliv
  b) if the Supplier has delivered Goods or performed Services that do not comply with the undertakings set out in Clause 3.1 or Clause 5.3 respectively, or if the Customer discovers a Defect in respect of the Goods and/or Services, or if the Customer discovers that the packaging of the Goods is damaged then without limiting its other rights or remedies, whether or not it has accepted the Goods and/or Services, the Customer shall be entitled to:
  (i) reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
  (ii) require the Supplier to repair or replace the defective or non-complying Goods, or to provide a full refund of the price of the defective or non-complying Goods.
6.3      These Conditions shall extend to any substituted or remedial services and/or repaired or replacement Goods supplied by the Supplier.
6.4      The Supplier shall keep the Customer indemnified 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 incurred by the Customer as a result of or in connection with:
  a) any claim made against the Customer 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, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors excluding any infringement which is wholly due to Supplier having followed a design or instruction received from the Customer;
  b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to defects in the design and / or manufacturing of the Goods and / or the acts or omissions of the Supplier, its employees, agents or subcontractors; and
  c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Supplier, its employees, agents or subcontractors.
6.5      This clause 6 shall survive termination of the Contract.
6.6      The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law.
7.       Customer's obligations
  The Customer shall:
  a) provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and
  b) provide such information as the Supplier may reasonably request for the provision of the Goods and/or Services and the Customer considers reasonably necessary for the purpose of providing the Goods and/or Services.
8.       Charges and payment
8.1      The price for the Goods:
  a) shall be the price set out in the Order, or
  b) if no price is quoted in the Order, the retail price set out in the Supplier's price list supplied to the Customer or otherwise published on the Commencement Date; or
  c) as otherwise agreed in writing between the Customer and Supplier.
8.2      The price for the Goods shall be inclusive of:
  a) the costs of disposable packaging, returnable packing and/or containers, carriage, delivery and insurance of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless otherwise agreed in writing by the parties; and
  b) all equipment, materials, consumables and utilities necessary for the provision of the Services unless otherwise agreed in writing by the parties.
8.3      The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
8.4      In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
8.5      In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the correctly invoiced amounts within 60 days of the last day of the month in which the invoice is received to a bank account nominated in writing by the Supplier or as otherwise agreed in writing between the parties.
8.6      All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax (VAT) and all other applicable taxes from time to time.
8.7      The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.8      If and to the extent that the Customer is obliged to withhold or to pay to any tax or other authority any withholding or other taxes in respect of the payments to the Supplier under the Contract, the Customer shall be entitled to deduct from any
8.9      If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Barclay’s base rate from time to tim
8.10     The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
8.11     The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated, and whether or not either liability arises under the Contract.
9.       Intellectual property rights
9.1      The Supplier warrants that it has full clear and unencumbered title to the Goods, and that at the date of delivery of the Goods to the Customer, it will have full and unrestricted rights to sell and transfer the Goods to the Customer.
9.2      The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Goods unless otherwise agreed in writing between the Customer and Supplier.
9.3      The Supplier shall, promptly at the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 9.2.
9.4      The Supplier shall indemnify the Customer and keep the Customer indemnified against all losses, costs, claims, demands, expenses and liabilities of any nature arising from or relating to any Goods and/or Services infringing or violating any Intellectual Property Rights of any third party.
10.      Insurance
  During the term of the Contract and for a period of twenty five (25) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
11.      Confidentiality
11.1     The Supplier undertakes to the Customer to keep confidential all information (written or oral) concerning the business and affairs of the Customer which it has obtained or received as a result of discussions leading up to entry into the Contract, or which it has obtained during the course of the Contract and all technical data, designs and drawings (“Confidential Information”) except any information that is:
  a) subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or
  b) already in its possession or in the public domain other than as a result of a breach of this Clause 11.
11.2     The Supplier shall keep the Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Contract.
11.3     The Supplier undertakes to the Customer to take all steps that are necessary from time to time to ensure compliance with the provisions of this Clause 11 by its employees, agents and subcontractors.
11.4     This clause 11 shall survive termination of the Contract.
12.      Limitation of Liability
12.1     The Customer’s total liability in contract, tort (including negligence), misrepresentation or otherwise in relation to this Contract shall be limited to:
  a) for any claims in respect of Goods, the price paid by the Customer to the Supplier for the Goods affected; or
  b) for any claims in respect of Services, the price paid by the Customer to the Supplier for the Services affected; or
  c) or any claims in respect of Goods and Services, the aggregate of the price paid by the Customer to the Supplier for the Goods and Services affected.
12.2     The Customer shall not be liable to the Supplier for:
  a) any indirect, special or consequential loss;
  b) loss of data or other equipment or property;
  c) economic loss or damage;
  d) incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages);
  e) any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill,
  even if the Customer is advised in advance of the possibility of any such losses or damages.
12.3     The Supplier shall be liable for the accuracy and completeness of all instructions, data, drawings and information supplied to the Customer, whether or not approved by the Customer, unless such inaccuracies or omissions are solely due to instructions, data, drawings and information supplied by the Customer to the Supplier upon which the Customer agrees that the Supplier can rely.
13.      Termination
13.1     Without limiting its other rights or remedies, the Customer may terminate the Contract:
  a) in respect of the supply of Services, by giving the Supplier one (1) months' written notice; and
  b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Suppli
13.2     Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier:
  a) commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of receipt of notice in writing to do so;
  b) repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
  c) makes or applies for an interim order; has a voluntary arrangement approved; presents petition for a bankruptcy order or a bankruptcy order is made against it; has a receiver or trustee in bankruptcy appointed over its estate; has a voluntary arrangement proposed or approved, an administration order made or a receiver or administrative receiver appointed over its assets or undertakings; has a voluntary arrangement proposed or approved, an administration order made or a receiver or administrative receiver appointed over its assets or undertakings; or has a winding-up resolution or petition passed or presented (otherwise than for the purposes of solvent reconstruction or amalgamation); any circumstances arise which entitle the court or a creditor the company or its directors to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order, or other similar or equivalent action is taken against or by the other party by reason of its insolvency or in consequence of debt.
13.3     In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
13.4     Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
13.5     Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
14.      Consequences of termination
  On termination of the Contract for any reason, the Supplier shall:
  a) fulfil all Orders submitted by the Customer but not yet completed by the Supplier as at the date of notice of termination unless otherwise agreed in writing between the Customer and Supplier;
  b) immediately deliver to the Customer all Deliverables whether or not then complete. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
  c) cease using any Intellectual Property Rights of the Customer on termination of the Contract;
  d) promptly, and no later than five (5) Business Days following the date of termination of the Contract:
  i.         return to the Customer any drawings,  maps, plans, diagrams, designs, pictures, reports, computer programs, data, specifications (including any Goods Specification) or other documents (including drafts) thatare the property of the Customer and delete any electronic copies of such documents held on the Supplier’s system;
  ii.        any assets of the Customer provided to the Supplier to allow the Supplier to provide the Goods and/or Services to the Customer notwithstanding any outstanding payments due from the Customer to the Supplier.
  e) pay any outstanding amounts due to the Customer within five (5) Business Days of the date of termination of the Contract to a bank account nominated by the Customer to the Supplier in writing or as otherwise agreed between the Customer and Supplier;
  f) continue to maintain any insurance or maintenance services required in respect of the provision of the Goods and/or Services until the date of termination of the Contract;
  g) until the date of termination of the Contract, continue to provide the Customer with access to:
  i.         the Goods and any other assets used in connection with the Goods and/or Services; and
  ii.        the Supplier premises.
15.      Access
15.1     In order to allow the Customer to monitor or appraise the Goods and/or Services, the Suppliers compliance with the obligations under this Contract or the Suppliers ongoing ability to perform its obligations under the Contract, the Supplier shall,on request:
  a) immediately make available to the Customer any file, correspondence, document or information relating to the Goods and/or Services or the Supplier’s performance of its obligations under this Contract; and
  b) allow the Customer, its subcontractors, customers or authorised representatives to enter the Supplier’s premises or any premises of a third party used in connection with the Goods and/or Services, or procure permission for entry to the premises of any subcontractor of the Supplier, at any time on reasonable notice to the Supplier.
15.2     Following any audit or inspection carried out by the Customer in accordance with Clause 15.1, the Supplier will implement, or will procure that its subcontractors will implement, as soon as reasonably practicable and at the Suppliers cost, any additional measures requested in writing by the Customer.
16.      Anti-Bribery and Corruption
16.1     The Supplier shall:
  a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
  b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
  c) have and shall maintain in place throughout the term of Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with clause 16.1 (b), and will enforce them  where appropriate;
  d) promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Contract;
  e) immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Contract); And
  f) regularly, and no less than once per annum conduct a risk assessment to highlight and eliminate potential non-compliance with this Clause 16.
16.2     The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in Clause 16.1.
16.3     For the purpose of this Clause 16, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
17.      Force majeure
17.1     Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. The time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the Force Majeure Event.
17.2     The party that is unable to perform its obligations under the Contract due to Force Majeure Event shall:
  a) as soon as reasonably practicable after the start of the Force Majeure Event, but no later than fourteen (14) days from the start of the Force Majeure Event, notify the Customer in writing of the Force Majeure Event, the date on which it started, its likely or potential duration and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
  b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under the Contract.
17.3     If the Force Majeure Event prevents either party from performing its obligations under this Contract for more than one (1) month, unless otherwise agreed in writing between the Supplier and the Customer, the other party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the party prevented from performing its obligations under this Contract.
18.      Dispute Resolution
18.1     Subject as may be provided elsewhere in these Conditions, all disputes, differences or questions arising in relation to this Contract shall be referred in the first instance to the relevant Director of the Supplier and the Commercial Director of the Customer, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within one (1) month of the dispute being referred to them.
18.2     If the individuals referred to in Clause 18.1 fail to resolve the dispute, it shall be referred to the Chief Executive of the Customer and an equivalent role of the Supplier, who shall meet together and attempt to settle the dispute between them (acting in good faith) within one (1) month of the dispute being referred to them.
18.3     If the individuals referred to in Clause 18.2 fail to resolve the dispute, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed between the parties, within twenty (20) Business Days of one party issuing a request to mediate to the other party. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in London  and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales.
18.4     If the dispute is not resolved within twenty (20) Business Days after service of the request to mediate, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of twenty (20) Business Days, or the mediation terminates before the expiration of the said period of twenty (20) Business Days, either party shall be entitled to raise court proceedings in accordance with Clause  19.10.
19.      General
19.1     Assignment and other dealings.
  a) The Customer may on giving notice in writing to the Supplier at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.
19.2     Notices
  a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail to an email address notified to the other party in writing and agreed can be used for notice purposes.
  b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19.3     Entire Agreement
  a) These Conditions and any separate agreement agreed between the Customer and the Supplier in respect of the supply of Goods and Services constitute the entire agreement between the parties in connection with its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding or undertaking (in each case whether written or oral) given or made before the date of this Contract by or on behalf of the parties and relating to its subject matter.
  b) Neither party has relied on any statement, representation, agreement, understanding or promise made by the other except as expressly set out in these Conditions or set out in any separate agreement referred to in Clause a) above.
19.4     Severance: 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.
19.5     Waiver:  A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.6     No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
19.7     Third party rights: A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
19.8     Variation:
  a) Except as set out in these Conditions, 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 both parties.
  b) No person has the authority to act as agent for, or to bind, the Customer in any way and any Contract will only be valid and binding if entered into between the Supplier and the Customer, unless otherwise notified in writing by the Customer to the Supplier.
19.9     Governing law: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
19.10    Jurisdiction: 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).