CONNECT ANYTHING LIMITED
Terms & Conditions for the sale of Goods and/ or the supply of Services
THESE TERMS AND CONDITIONS APPLY TO ANY QUOTATION GIVEN AND ANY ORDER PLACED FOR THE SUPPLY OF GOODS AND/OR SERVICES TO THE EXCLUSION OF ANY OTHER TERMS AND CONDITIONS OF BUSINESS INCLUDING THOSE THAT THE CUSTOMER PURPORTS TO APPLY UNDER ANY ENQUIRY, PURCHASE ORDER, SPECIFICATION OR ANY TERMS THAT ARE IMPLIED BY TRADE, CUSTOM, PRACTICE OR COURSE OF DEALING.
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Commencement Date: has the meaning given in Clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 2.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Dangerous Goods: has the meaning given in Clause 6.7(c).
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Delivery Location: has the meaning given in Clause 4.1.
Facility: the Supplier’s warehouse at Unit 8 Flynn Row, Fenton Industrial Estate, Fenton, Stoke-on-Trent, Staffordshire.
Force Majeure Event: has the meaning given to it in Clause 15.
Goods: the goods (or any part of them) set out in the Order supplied by the Supplier.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s request for the supply of Goods and/or Services in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, as the case may be.
Programming: any programming of third party software that the Supplier provides to the Customer as part of the provision of the Services.
Property: property delivered to the Supplier by the Customer, Customer’s carrier, agent or logistics provider for storage in the Facility.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: Connect Anything Limited registered in England and Wales with company number 11776256.
Supplier Materials: has the meaning given in Clause 7.1(f).
Waste: has the meaning given in section 75 of the Environmental Protection Act 1990.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 No addition, alteration, substitution or waiver of these Conditions will be valid unless expressly accepted in writing by an authorised representative of the Supplier.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.8 The Supplier reserves the right to amend these Conditions from time to time and any such changes are effective immediately from the time they are notified to the Customer. Publication of the modified Conditions on the website www.connectanything.co.uk shall be deemed to be notice to the Customer.
3.1 The Goods are described in the Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification due to events beyond the Supplier’s control such as upgrades in product specification, in the event that Goods become obsolete between the time of the Order and the date of delivery or if required by any applicable statutory or regulatory requirement. The Supplier shall notify the Customer in any such event.
3.3 Any typographical, clerical or other error or omission in any sales literature quotation, price list, acceptance or offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the Supplier’s part.
4. Delivery of Goods
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Title and Risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods. Title to any Programming and/ or software will not, in any event, pass to the Customer.
5.3 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 and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 13.6(a) to Clause 13.6(c), then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5.5 The risk in the Property shall pass to the Supplier on delivery to the Facility and shall remain at the Supplier’s risk until delivery into the possession of any of:
(a) the Customer or the Customer’s carrier, agent or logistics provider;
(b) the Customer’s customer or its customer’s carrier, agent or logistics provider.
6. Supply of Services
6.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
6.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3 The Supplier reserves the right to amend the Service Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
6.4 Where the Supplier is providing a warehouse service for the storage of Property as part of the Services, the following Clauses 6.5 to 6.9 shall apply:
6.5 The Customer acknowledges that the Supplier is not a common carrier.
6.6 Before delivery of a consignment of Property, the Customer shall:
(a) inform the Supplier in writing of any special precautions required by the nature, weight or condition of the Property forming the consignment and provide the Supplier with all other information concerning the Property necessary to enable the Supplier to comply with all applicable laws in respect of the storage and handling of the Property;
(b) ensure that the Property is securely and properly packed in compliance with all applicable laws and in such condition as not to cause damage or injury or the likelihood of damage or injury to the Supplier, its employees, agents or representatives, or to the Facility or any other property of the Supplier or to any other goods stored at the Facility; and
(c) ensure that the Property does not constitute Waste or Dangerous Goods.
6.7 The Customer warrants on an ongoing basis that:
(a) it is either the owner of the Property, or is authorised by the owner to store the Property at the Facility on the terms of this agreement, and there are no restrictions on its right to store the Property at the Facility on the terms of this agreement;
(b) the Property shall be of the type set out in the Services Specification; and
(c) the Property shall not constitute Waste or be of a type that are or may become poisonous, corrosive, flammable, volatile, explosive or radioactive (Dangerous Goods).
6.8 The Supplier shall:
(a) provide the Facility;
(b) not store the Property in any warehouse or facility other than the Facility without the prior written consent of the Customer;
(c) use such method for the storage and handling of the Property as it in its absolute discretion considers appropriate; and
(d) have a discretion as to where in the Facility it shall store the Property and it may, without notice to the Customer but at the Supplier’s expense, move the Property from one part of the Facility to another part of the Facility.
6.9 The Customer may access the Facility during Business Hours for the purpose of delivering, inspecting and removing the Property on a date and time mutually agreed between the parties.
7. Customer’s Obligations
7.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
7.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 7.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8. Charges and Payment
8.1 The price for Goods and charges for Services shall be confirmed in the Supplier’s written acceptance of the Order. All prices are exclusive of VAT which where applicable shall be charged at the applicable rate from time to time in force.
8.2 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, 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 delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
8.3 Subject to Clause 8.5, or unless otherwise agreed in writing, the Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; 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.
8.4 In some circumstances, the Supplier may require the Customer to pay a non-refundable deposit of 50% of the price when the Order is placed with the balance due upon completion.
8.5 For LED wall Goods, the Customer will be required to pay a non-refundable deposit of 50% of the price upon acceptance of the Order by the Supplier and the remaining balance upon notification by the Supplier that LED wall Goods are ready to be delivered to the Customer’s Delivery Location. Unless otherwise agreed in writing, invoices submitted by the Supplier for LED wall Goods shall be payable immediately. Delivery of LED wall Goods will not take place until payment is received in full. The parties hereby agree that non-delivery as a result of non-payment in accordance with this Clause 8.5 shall not constitute a breach of contract by the Supplier.
8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under 15 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 8.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual Property Rights
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
9.2 The Customer agrees not to reverse engineer, deconstruct, or disassemble the Goods or any software or any Programming supplied by the Supplier and the Customer agrees not to copy or create derivative works of the software or Programming.
9.3 The Supplier owns any Programming that it provides to the Customer as part of the provision of the Services, including the intellectual property rights contained within such Programming. By supplying the Programming to the Customer, the Supplier does not purport to grant, assign or transfer the intellectual property rights in the Programming to the Customer but grants the Customer a non-exclusive, non-transferable, revocable licence to use the Programming as part of the delivery of the Services.
9.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted by Clause 9.3.
9.5 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
9.6 Any software supplied by the Supplier belongs to the Supplier and/ or its software licensors as applicable. Where provision of the Goods and/ or Services incorporates software, title in the software will not pass to the Customer even when the Customer has paid the price in full.
9.7 The Customer agrees to comply with the terms of any software licence relating to software that is supplied with the Goods and/ or Services. Failure to do so may lead to such software licence being revoked by the software owner.
9.8 The Customer may need internet access to use any software or Programming supplied under the Contract. The Customer is solely responsible for obtaining, maintaining and paying for internet access and the Supplier will not be liable in the event that internet access is unobtainable or interrupted.
10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 10.2.
10.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 The Customer shall indemnify and keep indemnified the Supplier against any and all costs, expenses (including but not limited to, legal and other professional fees on an indemnity basis) losses, damages, and other liabilities (of whatever nature, whether tortious or otherwise), suffered or incurred by the Supplier as a result of any breach by the Customer of this Clause 10.
11.1 The Supplier will use all reasonable endeavours to obtain for the Customer the benefit of any warranty or guarantee given by the manufacturer of the Goods.
11.2 If the Goods are defective and the Customer is able to rely on the manufacturer’s warranty, the Customer may reject the Goods within the warranty period given by the manufacturer.
11.3 If the Customer is able to rely on the manufacturer’s warranty, the Supplier will collect the defective Goods and liaise with the manufacturer so that the Goods are repaired or replaced.
11.4 If the Supplier has installed the Goods and the Customer notifies the Supplier that the Goods are defective within 30 days from the date of the installation, the Supplier will collect the Goods in accordance with Condition 13.3 free of charge. Otherwise, the Customer will be required to pay a call-out fee to the Supplier.
11.5 If within 30 days of the date on which the Services are carried out, there is a problem with the Programming and/ or the software, the Customer should notify the Supplier and the Supplier will rectify the problem free of charge and this will be the Customer’s sole remedy in the event of any defects in the Programming and/ or software. Otherwise, the Customer will be required to pay a call-out fee to the Supplier.
11.6 The Supplier warrants that on delivery, the Goods will conform in all material respects with their description and that they will meet any agreed specification (if applicable).
11.7 No warranty is given that the Goods are fit for the purpose and the Customer must satisfy itself that the Goods are suitable for their intended use or application.
11.8 The Supplier warrants that the Services will be provided using reasonable care and skill.
11.9 All personnel and sub-contractors used by the Supplier in the performance of the Services are adequately skilled and experienced for the activities they are required to perform.
11.10 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions, misuse or alteration, or repair of the Goods and/ or Programming without the Supplier’s written approval.
11.11 All warranties, conditions and other terms implied by statute and common law are, to the fullest extent permitted by law, excluded from these Conditions.
12. Limitation of Liability
12.1 The restrictions on liability in this Clause 12 apply to every liability arising under or in connection with the Contract (including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise).
12.2 Cabling and software is provided by a third party supplier. The Supplier shall not be liable for any cabling or software that is supplied or used in connection with the Goods and/ or provision of the Services.
12.3 Any advice or recommendation given by the Supplier or its employees or agents to the customer, its employees or agents as to the application or use of the goods is followed or acted upon entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation.
12.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.5 Subject to Clause 12.4, the Supplier’s total aggregate liability to the Customer in respect of all breaches of duty shall be limited to the maximum amount of 120% of the price paid by the Customer for the relevant Goods and/ or Services giving rise to the Customer’s claim.
12.6 Subject to Clause 12.4, the following types of loss are wholly excluded by the parties:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
12.7 This Clause 12 shall survive termination of the Contract.
13.1 The Customer may vary, cancel or delay an Order by written notice to the Supplier.
13.2 If the Customer cancels an Order (in whole or in part) within 14 days of the Commencement Date (without prejudice to any of the Supplier’s other rights or remedies) the Customer will be liable to pay the Supplier a sum equal to 20% of the value of the Goods which have been cancelled. Any sums paid in accordance with Clause 8 shall remain non-refundable.
13.3 The Supplier reserves the right to charge in full for any Goods ordered where cancellation is not made within the period specified in Clause 13.2.
13.4 Without affecting Clause 13.3, if the Customer cancels an Order (in whole or in part) prior to the commencement date of Services, the Customer will be liable to pay to the Supplier:
(a) a sum equal to 100% of the charges for Services where cancellation takes place within 3 Business Days prior to the scheduled commencement of Services; or
(b) a sum equal to 25% of the charges for Services where cancellation takes place within 5 Business Days prior to the scheduled commencement of Services.
13.5 If the Customer is a consumer, their statutory rights will not be affected by Clause 13 and they will have the right to cancel any order for the supply of Goods within fourteen days of the date of delivery of the Goods and any order for the supply of Services within fourteen days from the day after the Commencement Date, without any liability.
13.6 Without affecting any other right or remedy available to it, the Supplier may suspend delivery of the Goods and/or provision of the Services and/or terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
(b) the Supplier is unable to effect delivery and/or provide the Services due to a Force Majeure Event; or
(c) the Customer is unable to pay its debts or becomes insolvent or is subject to an order or a resolution for its liquidation, administration, winding up or dissolution, or has a receiver appointed over all or any of its assets or business, or if the Customer ceases or threatens to cease to carry on business.
14. Consequences of Termination
14.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
(c) the Customer shall remove or procure the removal of Property still in storage at the Facility, following which, the Customer’s right to access the Facility pursuant to Clause 6.9 shall terminate.
14.2 If the Customer fails to remove any of the Property as required by Clause 14.1(c) the Supplier may, without prejudice to its other rights and remedies, give notice in writing to the Customer of its intention to sell or otherwise dispose of such Property if the Property is not removed within 14 days of the date of the notice. On the expiry of such period, the Supplier shall be entitled to sell or otherwise dispose of all or some of the Property which have not been removed, as agent of the Customer and at the Customer’s expense and risk, and shall remit the proceeds of sale or disposal of such Property to the Customer after deduction of all amounts due to the Supplier from the Customer and the expenses incurred by the Supplier for the sale or disposal of the Property. The Supplier shall not be liable for the price obtained for the sale or disposal of the Property.
14.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.4 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
- Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
16. Assignment and other dealings
16.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
16.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
17.1 Any notice required to be given by either party under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or in the case of a consumer, the consumer’s home address as stated on the Supplier’s written acceptance of the Order.
17.2 Notices may be delivered personally, sent by pre-paid first class post, recorded delivery, fax or email. A notice will be deemed received: if delivered personally, when left at the appropriate address; if sent by pre-paid first class post or recorded delivery, at 9.00am on the second Business Day after posting; or, if sent by fax or email, one Business Day after transmission.
If any part of these Conditions shall be found to be invalid or unenforceable, the validity of the remainder of the provisions of the conditions shall not be affected.
Any waiver of these Conditions shall not prejudice or affect the Supplier’s rights and remedies in respect of any subsequent breach or non-observance of these Conditions by the Customer. The Supplier’s acceptance of any payment after the specified due date shall not constitute a waiver of the Customer’s obligations to make future payments on the specified dates.
- 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
- Entire agreement
21.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
- Health and Safety at Work
So far as is reasonably practical, the Supplier ensures that the Goods are safe and are without risk to health when properly used for the purposes for which the Customer has notified the Supplier that the Goods will be applied.
- Disposal of packaging
23.1 The Supplier is not under any obligation to dispose of any packaging, boxes, manuals or other items supplied in connection with the Goods.
23.2 If the Customer requires the Supplier to dispose of any such items, the Supplier may at its discretion agree to do so in return for a fee, such fee to be agreed by the parties in each case.
- Third party rights
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
- Governing law
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.