Terms of service

The Customer's attention is particularly drawn to the provisions of clause 12 (Limitation 
of liability).
1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1. Definitions:
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 given in clause 2.2.
Conditions these terms and conditions as amended from time 
to time in accordance with clause 16.8.
Contract the contract between the Supplier and the 
Customer for the supply of Goods and/or Services 
in accordance with these Conditions.
Control has the meaning given in section 1124 of the 
Corporation Tax Act 2010, and the expression 
change of Control shall be construed accordingly.
Customer the person or firm who purchases the Goods and/or 
Services from the Supplier.
Dangerous Goods Those items supplied which, by nature or 
construction, are defined as requiring additional 
certification and notice for transportation under the 
IATA Dangerous Goods Regulations.
Delivery Location has the meaning given in clause 4.2.
Force Majeure Event has the meaning given to it in clause 15.
Goods the goods (or any part of them) that are specifically 
set out in the Order.
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Goods Specification the description and/or specification of the Goods, 
as listed either: (i) on the Supplier’s website; (ii) in 
the Supplier’s brochure; or (iii) in the quotation 
documentation issued by the Supplier to the 
Customer following an enquiry made by the 
Customer.
Intellectual Property Rights patents, utility models, rights to inventions, 
copyright and neighbouring and related rights, 
moral rights, trade marks and service marks, 
business names and domain names, rights in getup and trade dress, goodwill and the right to sue for 
passing off or unfair competition, rights in designs, 
rights in computer software, database rights, rights 
to use, and protect the confidentiality of, 
confidential information (including know-how and 
trade secrets), and all other intellectual property 
rights, in each case whether registered or 
unregistered and including all applications and 
rights to apply for and be granted, renewals or 
extensions of, and rights to claim priority from, such 
rights and all similar or equivalent rights or forms of 
protection which subsist or will subsist now or in the 
future in any part of the world.
Manufacturer’s Warranty the warranty provided by the appropriate 
manufacturer in respect of each Good, a copy of 
which can be provided by the Supplier to the 
Customer on written request by the Customer to 
the Supplier.
Order the Customer's order for the supply of Goods 
and/or Services, as set out in the Customer's 
purchase order form.
Services the services to be supplied by the Supplier to the 
Customer as set out in the Service Specification.
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Service Specification the description or specification for the Services to 
be provided in writing by the Supplier to the 
Customer and confirmed within the Order.
Supplier I M & M Limited, registered in England and Wales 
with company number 03515496.
Supplier Materials has the meaning given in clause 8.1.7.
1.2. Interpretation:
1.2.1. A person includes a natural person, corporate or unincorporated body 
(whether or not having separate legal personality).
1.2.2. A reference to a party includes its personal representatives, successors 
and permitted assigns.
1.2.3. A reference to legislation or a legislative provision is a reference to it as 
amended or re-enacted. A reference to legislation or a legislative provision 
includes all subordinate legislation made under that legislation or 
legislative provision.
1.2.4. 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.
1.2.5. A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1. The Order constitutes an offer by the Customer to purchase Goods 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, brochures or on the Supplier’s website are issued or 
published for the sole purpose of giving an approximate idea of the Services and/or 
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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, unless agreed between the parties in writing and signed 
by a representative of each party.
2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for 
a period of 30 calendar days from its date of issue.
2.6. All of these Conditions shall apply to the supply of both Goods and Services except 
where application to one or the other is specified.
2.7. The Customer waives any right it might otherwise have to rely on any term endorsed 
upon, delivered with or contained in any documents of the Customer that is 
inconsistent with these Conditions.
3. GOODS
3.1. Wherever reasonably practical, the Goods are described: (i) on the Supplier's website; 
(ii) in the Supplier’s brochure; or (iii) within the documentation issued by the Supplier 
to the Customer after a Customer enquiry.
3.2. The Supplier reserves the right to amend the Goods Specification if required by any 
applicable statutory or regulatory requirement, and the Supplier shall (in writing) notify 
the Customer in any such event.
4. DELIVERY OF GOODS
4.1. The Supplier shall ensure that each delivery of the Goods is accompanied by a 
delivery note which shows the date of the Order, all relevant Customer and Supplier 
reference numbers, the type and quantity of the Goods (including the code number of 
the Goods, where applicable), special storage instructions (if any) and, if the Order is 
being delivered by instalments, the outstanding balance of Goods remaining to be 
delivered.
4.2. The Supplier shall deliver the Goods to the location notified to it by the Customer and 
/ or by nominated local shipping agent (such local shipping agent to be nominated by 
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the Customer and agreed in writing by the Supplier) ( “Delivery Location” at any time 
after the Supplier notifies the Customer that the Goods are ready.
4.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods 
at the Delivery Location.
4.4. 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: (i) a Force Majeure Event; (ii) the Customer's failure 
to provide the Supplier with adequate delivery instructions; (iii) any other instructions 
that are relevant to the supply of the Goods; or (iv) an inspection of the Goods by a 
customs broker at any location (such as without limitation an airport) (“Customs 
Inspection”).
4.5. The Customer shall be responsible for ensuring that the Goods supplied as part of 
the Order comply with all local statutes and regulations and in the event that the 
Goods are rejected following a Customs Inspection and returned to the Supplier, then 
the Customer shall be liable and shall indemnify the Supplier in respect of all costs 
and liabilities the Supplier incurs as a result of any failed Customs Inspection
(including without limitation any costs that may be incurred by a customs broker in 
storing the Goods until they are returned to the Supplier).
4.6. Subject to clause 4.5, if the Supplier fails to deliver the Goods, its liability shall be 
limited to the costs and expenses incurred by the Customer in obtaining replacement 
goods of similar description and quality in the cheapest market available, less the 
price of the Goods. 
4.7. If the local shipping agent (or the Customer, as appropriate) fails to accept delivery of 
the Goods within five Business Days of the Supplier notifying the Customer that the 
Goods have been dispatched and are in the control of the local shipping agent (or the 
Customer, as appropriate), 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:
4.7.1. delivery of the Goods shall be deemed to have been completed at 9.00 
am on the third Business Day following the day on which the Supplier 
notified the Customer that the Goods were dispatched and are in the 
control of the local shipping agent (or the Customer, as appropriate); and
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4.7.2. in the event that the Goods are returned to the Supplier from the local 
shipping agent (or the Customer, as appropriate), then the Supplier may 
terminate the Contract, and provided that the local shipping agent’s failure
(or the Customer’s failure, as appropriate) to accept delivery of the Goods 
is not due to the Supplier's failure to comply with its obligations under the 
Contract, the Customer is still liable to pay for the Goods (including any 
costs associated with such return, if any) and must pay any invoice raised 
(or to be raised) in respect of the Goods, in line with the terms of this 
Contract.
4.8. If ten Business Days after the day on which the Supplier notified the Customer that 
the Goods were ready for delivery the Customer has not accepted actual delivery of 
them, the Supplier may resell or otherwise dispose of part or all of the Goods and, 
after deducting reasonable storage and selling costs, account to the Customer for any 
excess over the price of the Goods or charge the Customer for any shortfall below the 
price of the Goods.
4.9. 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. QUALITY OF GOODS
5.1. The Supplier warrants that on delivery, and for the period of the Manufacturer’s 
Warranty (“warranty period”), the Goods shall:
5.1.1. conform in all material respects with the Goods Specification;
5.1.2. be free from material defects in design, material and workmanship; and
5.1.3. be fit for any purpose held out by the Supplier.
5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing to the Supplier during the warranty 
period within a reasonable time of discovery that some or all of the Goods 
do not comply with the warranty set out in clause 5.1; and
5.2.2. the Supplier is given a reasonable opportunity of examining such Goods; 
and
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5.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to 
the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the 
price of the defective Goods in full.
5.3. The Supplier shall not be liable for the Goods' failure to comply with the warranty set 
out in clause 5.1 if:
5.3.1. the Customer makes any further use of such Goods after giving a notice 
in accordance with clause 5.2;
5.3.2. the defect 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 
regarding the same;
5.3.3. the Customer alters or repairs such Goods without the written consent of 
the Supplier;
5.3.4. the defect arises as a result of fair wear and tear, wilful damage, 
negligence, or abnormal working conditions; or
5.3.5. the Goods differ from the Goods Specification as a result of changes 
made to ensure they comply with applicable statutory or regulatory 
standards.
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 the warranty set out in clause 5.1.
5.5. These Conditions shall apply to any repaired or replacement Goods supplied by the 
Supplier.
6. TITLE AND RISK
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier receives payment 
in full (in cash or 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, in which 
case title to the Goods shall pass at the time of payment of all such sums.
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6.3. Until title to the Goods has passed to the Customer, the Customer shall (and where 
appropriate also procure that the local shipping agent shall):
6.3.1. store the Goods separately from all other goods held by the Customer or 
local shipping agent so that they remain readily identifiable as the 
Supplier's property;
6.3.2. not remove, deface or obscure any identifying mark or packaging on or 
relating to the Goods;
6.3.3. 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;
6.3.4. notify the Supplier immediately if it becomes subject to any of the events 
listed in clause 13.1.2 to clause 13.1.4; and
6.3.5. give the Supplier such information as the Supplier may reasonably require 
from time to time relating to:
6.3.5.1. the Goods; and
6.3.5.2. the ongoing financial position of the Customer.
6.4. Subject to clause 6.5, the Customer may use the Goods in the ordinary course of its 
business (but not otherwise) before the Supplier receives payment for the Goods. 
6.5. At any time before title to the Goods passes to the Customer, the Supplier may:
6.5.1. by notice in writing, terminate the Customer's right under clause 6.4 to use 
the Goods in the ordinary course of its business; and
6.5.2. require the Customer to (and where appropriate the Customer shall
procure that the local shipping agent shall) deliver up all Goods in its 
possession that have not been irrevocably incorporated into another 
product and if the Customer fails to do so promptly, enter any premises of 
the Customer or of any third party where the Goods are stored in order to 
recover them (and the Customer shall indemnify the Supplier in respect 
of all costs and liabilities the Supplier incurs in exercising its rights under 
this clause 6.5.2).
7. SUPPLY OF SERVICES
7.1. The Supplier shall supply the Services to the Customer in accordance with the Service 
Specification in all material respects.
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7.2. The Supplier shall use all reasonable endeavours to meet any performance dates for 
the Services specified in the Order, but any such dates shall be estimates only and 
time shall not be of the essence for the performance of the Services.
7.3. The Supplier 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.
7.4. The Supplier warrants to the Customer that the Services will be provided using 
reasonable care and skill. The Supplier further warrants to the Customer that for a 
period of 24 months following completion of such Services the work it has undertaken 
as part of the Services will continue to be fit for the purposes of the agreed Service 
Specification.
8. CUSTOMER'S OBLIGATIONS
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order (and any information it provides that is 
contained within the Order) are complete and accurate;
8.1.2. co-operate with the Supplier in all matters relating to the Services;
8.1.3. 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;
8.1.4. 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;
8.1.5. 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;
8.1.6. comply with all applicable laws, including health and safety laws and be 
responsible (at their own cost) for removing and disposing of any 
hazardous materials as may be required from time to time;
8.1.7. 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 
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until returned to the Supplier, and not dispose of or use the Supplier 
Materials other than in accordance with the Supplier's written instructions 
or authorisation; and
8.1.8. comply with any additional obligations as set out in the Service 
Specification.
8.2. 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”):
8.2.1. 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;
8.2.2. the Supplier shall not be liable for any costs or losses sustained or 
incurred by the Customer arising directly or indirectly from the Supplier's 
failure or delay to perform any of its obligations as set out in this clause 
8.2; and
8.2.3. the Customer shall reimburse the Supplier on written demand for any 
costs or losses sustained or incurred by the Supplier arising directly or 
indirectly from the Customer Default.
9. CHARGES AND PAYMENT
9.1. The price for Goods:
9.1.1. shall be the price set out in the Order or, if no price is quoted, the price 
set out: (i) on the Supplier's website; or (ii) in the Supplier’s brochure, as 
at the date of the Order; and
9.1.2. shall be exclusive of all costs and charges of packaging, insurance, 
transport of the Goods, which shall be invoiced to the Customer.
9.2. The charges for Services shall be calculated on a time and materials basis as follows:
9.2.1. the charges shall be calculated in accordance with the Supplier's daily fee 
rates, as set out in the Order, and available on written request;
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9.2.2. the Supplier's daily fee rates for each individual person are calculated on 
the basis of an eight-hour day from 8.00 am to 5.00 pm worked on 
Business Days;
9.2.3. the Supplier shall be entitled to charge an overtime rate of: (i) 150% of the 
daily fee rate on a pro rata basis for each part day or for any time worked 
by individuals whom it engages on the Services outside the hours referred 
to in clause 9.2.2 and on a Saturday; and (ii) 200% of the daily fee rate on 
for any time worked by individuals whom it engages on the Services on a 
Sunday or a public bank holiday in England; and
9.2.4. the Supplier shall be entitled to charge the Customer for any expenses 
reasonably incurred by the individuals whom the Supplier engages in 
connection with the Services including travelling expenses, hotel costs, 
subsistence and any associated expenses, and for the cost of services 
provided by third parties and required by the Supplier for the performance 
of the Services, and for the cost of any materials.
9.3. The Supplier reserves the right to:
9.3.1. 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:
9.3.1.1. any factor beyond the control of the Supplier (including 
foreign exchange fluctuations, increases in taxes and 
duties);
9.3.1.2. any request by the Customer to change the delivery 
date(s), quantities or types of Goods ordered, or the Goods 
Specification; or
9.3.1.3. 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.
9.4. In respect of Goods, the Supplier shall invoice the Customer on or at any time after 
the Goods have been dispatched for delivery by the Supplier. In respect of Services, 
the Supplier shall invoice the Customer on completion of the Services.
9.5. The Customer shall pay each invoice submitted by the Supplier:
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9.5.1. within 30 days of the date of the invoice or in accordance with any credit 
terms agreed by the Supplier and confirmed by the Supplier in writing to 
the Customer; and
9.5.2. 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.
9.6. All amounts payable by the Customer under the Contract are exclusive of amounts in 
respect of value added tax chargeable from time to time (VAT). Where any taxable 
supply for VAT purposes is made under the Contract by the Supplier to the Customer, 
the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the 
Supplier such additional amounts in respect of VAT as are chargeable on the supply 
of the Services or Goods at the same time as payment is due for the supply of the 
Services or Goods.
9.7. 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 clause 13, 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 9.7 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%.
9.8. 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).
10. INTELLECTUAL PROPERTY RIGHTS
10.1. All Intellectual Property Rights in or arising out of or in connection with the Goods 
and/or Services shall remain with and be owned by the Supplier or other applicable 
third parties (as the case may be).
10.2. Notwithstanding anything to the contrary in this Contract, the Supplier shall not be 
liable to the Customer for the infringement of any Intellectual Property Rights where 
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such infringement is in relation to Goods (or other materials or services) that have 
been acquired by the Supplier from a third party to fulfil an Order. 
11. CONFIDENTIALITY
11.1. 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 or of any member of the group of companies to which the 
other party belongs, except as permitted by clause 11.2.
11.2. Each party may disclose the other party’s confidential information:
11.2.1. to its employees, officers, representatives, contractors or subcontractors
or advisers who need to know such information for the purposes of 
exercising the party’s rights or carrying out its obligations under or in 
connection with the Contract. Each party shall ensure that its employees, 
officers, representatives or advisers to whom it discloses the other party’s 
confidential information comply with this clause 11; and
11.2.2. as may be required by law, a court of competent jurisdiction or any 
governmental or regulatory authority.
11.3. No party shall use any other party’s confidential information for any purpose other 
than to exercise its rights and perform its obligations under or in connection with the 
Contract.
12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN 
TO THIS CLAUSE.
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. Neither party may benefit from the limitations and exclusions set out in this clause in 
respect of any liability arising from its deliberate default.
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12.3. Nothing in the Contract limits any liability which cannot legally be limited, including 
liability for:
12.3.1. death or personal injury caused by negligence;
12.3.2. fraud or fraudulent misrepresentation;
12.3.3. 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); and
12.3.4. defective products under the Consumer Protection Act 1987.
12.4. Subject to clause 12.3, the Supplier’s total liability to the Customer shall not exceed 
the total amount of the Order in which the potential liability relates to.
12.5. This clause 12.5 sets out specific heads of excluded loss:
12.5.1. Subject to clause 12.2 and clause 12.3, clause 12.5.2 excludes specified 
types of loss.
12.5.2. The following types of loss are wholly excluded:
12.5.2.1. loss of profits;
12.5.2.2. loss of sales or business;
12.5.2.3. loss of agreements or contracts;
12.5.2.4. loss of anticipated savings;
12.5.2.5. loss of use or corruption of software, data or information;
12.5.2.6. loss of or damage to goodwill; and
12.5.2.7. indirect or consequential loss.
12.6. The Supplier has given commitments as to compliance of the Goods and Services 
with relevant specifications in clause 5 and clause 7. In view of these commitments, 
the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 
4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent 
permitted by law, excluded from the Contract.
12.7. This clause 12 shall survive termination of the Contract.
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13. TERMINATION
13.1. Without affecting any other right or remedy available to it, either party may terminate 
the Contract with immediate effect by giving written notice to the other party if:
13.1.1. The other party 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;
13.1.2. the other party takes any step or action in connection with its entering 
administration, provisional liquidation or any composition or arrangement 
with its creditors (other than in relation to a solvent restructuring), 
obtaining a moratorium, being wound up (whether voluntarily or by order 
of the court, unless for the purpose of a solvent restructuring), having a 
receiver appointed to any of its assets or ceasing to carry on business or, 
if the step or action is taken in another jurisdiction, in connection with any 
analogous procedure in the relevant jurisdiction;
13.1.3. the other party suspends, or threatens to suspend, or ceases or threatens 
to cease to carry on all or a substantial part of its business; or
13.1.4. the other party’s financial position deteriorates so far as to reasonably 
justify the opinion that its ability to give effect to the terms of the Contract 
is in jeopardy.
13.2. Without affecting any other right or remedy available to it, the Supplier may terminate 
the Contract with immediate effect by giving written notice to the Customer if:
13.2.1. the Customer fails to pay any amount due under the Contract on the due 
date for payment; or.
13.2.2. there is a change of Control of the Customer.
13.3. Without affecting any other right or remedy available to it, the Supplier may suspend 
the supply of Services or all further deliveries of Goods under the Contract or any 
other contract between the Customer and the Supplier if the Customer fails to pay any 
amount due under the Contract on the due date for payment, the Customer becomes 
subject to any of the events listed in clause 13.1.2 to clause 13.1.4, or the Supplier 
reasonably believes that the Customer is about to become subject to any of them.
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14. CONSEQUENCES OF TERMINATION
14.1. On termination of the Contract:
14.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s 
outstanding unpaid invoices (including without limitation any invoice 
raised in respect of Goods that are returned to the Supplier under clause 
4.7) and interest and, in respect of Services and Goods ordered on behalf 
of, allocated, worked or 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;
14.1.2. the Customer shall return all of the Supplier Materials 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
(in accordance with clause 6.5.2). 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.
14.2. 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.
14.3. 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.
15. 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”). In such 
circumstances 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. If the 
period of delay or non-performance continues for 12 weeks, the party not affected may 
terminate the Contract by giving 14 days' written notice to the affected party.
16. GENERAL
16.1. Assignment and other dealings
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16.1.1. 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.
16.1.2. 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.
16.2. Notices.
16.2.1. Any notice or other communication given to a party under or in connection 
with the Contract shall be in writing and shall be:
16.2.1.1. delivered by hand or by pre-paid first-class post or other 
next working day delivery service at its registered office (if 
a company) or its principal place of business (in any other 
case); or
16.2.1.2. sent by email to the email address provided by one party 
to the other as may be the case from time to time.
16.2.2. Any notice or communication shall be deemed to have been received:
16.2.2.1. if delivered by hand, at the time the notice is left at the 
proper address;
16.2.2.2. if sent by pre-paid first-class post or other next working day 
delivery service, at 9.00 am on the second Business Day 
after posting; or
16.2.2.3. if sent by email, at the time of transmission, or, if this time 
falls outside business hours in the place of receipt, when 
business hours resume. In this clause 16.2.2.3, business 
hours means 9.00am to 5.00pm Monday to Friday on a day 
that is not a public holiday in the place of receipt.
16.2.3. This clause does not apply to the service of any proceedings or other 
documents in any legal action or, where applicable, any arbitration or 
other method of dispute resolution.
16.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, 
illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity 
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and enforceability of the rest of the Contract. If any provision or part provision of the 
Contract is deemed deleted under this clause 16.3 the parties shall negotiate in good 
faith to agree a replacement provision that, to the greatest extent possible, achieves 
the commercial result of the original provision.
16.4. Waiver. 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.
16.5. 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.
16.6. Entire agreement.
16.6.1. 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.
16.6.2. 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 or 
negligent misrepresentation based on any statement in the Contract.
16.6.3. Nothing in this clause shall limit or exclude any liability for fraud.
16.7. Third party rights. 
16.7.1. 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.
16.7.2. The rights of the parties to rescind or vary the Contract are not subject to 
the consent of any other person.
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16.8. Variation. 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).
16.9. 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.
16.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales 
shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its 
subject matter or formation.