1. Basis of contract

1.1 Your purchase order or other written acceptance of our quotation (Order) constitutes an offer by you to purchase bespoke control panels, units and components (Goods) and/or installation, commissioning, training, maintenance, support or other services (Services) from us in accordance with these terms and conditions (as may be varied from time to time in accordance with clause 16.6) (Conditions) and the terms of any quotation supplied by us to you prior to your Order.

1.2 If there is any conflict or ambiguity between the terms set out in our quotation and these Conditions, the terms set out in these Conditions shall prevail.

1.3 The Order shall only be deemed to be accepted when we issue written acceptance to you (or, if earlier, when we commence work in connection with the Goods and/or Services) at which point and on which date a formal and binding contract between you and us (being Leicester Switch & Control Co. Limited registered in England and Wales with company registration number 01253904) for the supply of Goods and/or Services in accordance with these Conditions (Contract) shall come into existence.

1.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate (including any terms previously issued by you), or which are implied by trade, custom, practice or course of dealing.

1.5 Any quotation given by us shall not constitute an offer capable of acceptance by you, and is only valid for a period of 30 days from its date of issue.

1.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

1.7 All our prices are calculated on the basis that these Conditions (in particular, the limitations on liability at clause 13) will apply. If you require prices to be quoted on a different basis then please let us know.

1.8 Where our quotation specifies that a deposit is payable by you, we shall not commence the manufacture of the Goods and/or the provision of the Services until the deposit has been received by us in full.

1.9 In these Conditions, Specification shall mean any specification agreed between you and us in writing (including, without limitation, any specification set out or referred to in our quotation or any specification agreed between you and us in writing after the Order) which relates to any Goods and/or Services to be provided under the Contract.

2. Goods

2.1 We shall manufacture and supply the Goods in accordance with the Specification in all material respects. The Goods are described in the Specification.

2.2 Where we prepare the Specification, you are responsible for ensuring that it meets your requirements and is accurate in all respects. A Specification prepared by us shall be deemed to be part of the Contract once you have agreed the Specification in writing.

2.3 Where the Goods are to be manufactured in accordance with a Specification and/or design provided by you, you shall indemnify us 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification and/or design. This clause 2.3 shall survive termination of the Contract.

2.4 Where you have provided us with the Specification and/or provide the design for any Goods, provided that we have manufactured the Goods materially in accordance with the Specification and/or your design, we shall not be liable to you for any defect in the Goods and/or their operation (including without limitation any operational or incompatibility issues).

2.5 We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event.

3. Installation Services

This clause 3 applies where we supply Goods which we are to install as part of the Contract.

3.1 Once we have completed the manufacture of the Goods, we shall contact you to arrange the installation of the Goods (Installation Services).

3.2 In relation to Installation Services: –
(a) we shall arrange for the Goods to be installed at the installation location as set out in the Order (or as otherwise agreed with you in writing);
(b) we shall install the Goods in accordance with the Specification in all material respects;
(c) you shall ensure that the designated installation point for the Goods contains all the necessary wiring and connections for the Goods to operate (we shall not be responsible for external wiring or connections or the running of wiring to the designated installation point unless otherwise agreed with you or otherwise set out in the Specification);
(d) for the avoidance of doubt, the Installation Services shall not include any wiring of external parts or connection (unless otherwise agreed with you or otherwise set out in the Specification);
(e) where the Goods (or any part of them) is software, it is your responsibility to ensure that any computer which you require the software to be installed on meets the minimum requirements which we notify to you; and
(f) we shall notify you once the Goods have been installed and the Installation Services completed.

4. Commissioning Services

This clause 4 applies where we supply Goods which we are to commission as part of the Contract.

4.1 Once the Goods have been successfully installed (whether by you, us or a third party acting on your behalf) we shall arrange and undertake the commissioning of the Goods to bring them into working condition (Commissioning Services).

4.2 Save where we have installed the Goods, you shall notify us as soon as the installation of the Goods has been completed.

4.3 In relation to Commissioning Services: –
(a) we shall attend the location where the Goods are installed as set out in the Order (or as otherwise agreed with you in writing), to commission the Goods by providing the Commissioning Services;
(b) we shall commission the Goods in accordance with the Specification in all material respects;
(c) we shall test the Goods to ensure that the Goods function materially in accordance with the Specification and also test the Goods against any acceptance criteria contained in the Specification (or otherwise as agreed with you in writing) (Commissioning Acceptance Tests);
(d) you shall be deemed (in the absence of our manifest error in the testing) to have accepted the Goods and that the Commissioning Services have been completed when we notify you in writing that the Commissioning Acceptance Tests have been passed; and
(e) if any failure to pass the Commissioning Acceptance Tests results from a defect in the Goods (or any components which make up the Goods) or their installation which is caused by or related to an act or omission of you, or by one of your sub-contractors or agents for whom we have no responsibility (including, without limitation, in respect of any free-issue material or as a result of a Specification provided by you) (Non-LSC Defect), the Commissioning Acceptance Tests shall be deemed to be passed notwithstanding such Non-LSC Defect. We shall provide assistance reasonably requested by you in remedying any Non-LSC Defect by supplying additional services which we shall be entitled to charge you for.

5. Acceptance Testing (no Installation Services and no Commissioning Services)

This clause 5 applies where we supply Goods which we will not install or commission as part of the Contract (i.e. we will not be providing Installation Services nor Commissioning Services).

5.1 Where we have agreed to test the Goods as part of the Contract and subject always to us agreeing an acceptance criteria with you in writing (Acceptance Criteria): -(a) we shall test the Goods against the Acceptance Criteria (Acceptance Tests) once we have manufactured the Goods;
(b) you shall be deemed (in the absence of our manifest error in the testing) to have accepted the Goods when we notify you in writing that the Goods have passed the Acceptance Tests; and
(c) where we have agreed to allow you to witness testing as part of the Contract, we shall provide you with at least 3 days’ notice before we conduct the Acceptance Tests (such notice will contain details of the time, location and nature of the Acceptance Tests to be conducted) and you shall be entitled to send a representative to witness the Acceptance Tests subject to that representative entering into a non-disclosure agreement with us (on our standard terms) where we deem appropriate.

5.2 If any failure to pass the Acceptance Tests results from a defect in the Goods (or any components which make up the Goods) which is caused by or related to an act or omission of you, or by one of your sub-contractors or agents for whom we have no responsibility (including in respect of any free-issue material or as a result of a Specification provided by you) (Non-Supplier Defect), the Goods shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services which we shall be entitled to charge you for.

6. Delivery

6.1 We shall deliver the Goods to the location set out in the Order or such other location as we may agree with you in writing (Delivery Location) at any time after we have notified you that they are ready or, where we undertake Acceptance Tests pursuant to clause 5, after the Goods have passed the Acceptance Tests.

6.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

6.3 We shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

6.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (see clause 16.2 for details of what a Force Majeure Event is) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.5 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

6.6 If you fail to accept delivery of the Goods when we attempt to make delivery of them to you (Failed Delivery), then, except where the Failed Delivery is caused by our failure to comply with our obligations under the Contract:

(a) we will attempt to re-deliver the Goods to you within 3 Business Days of any Failed Delivery or contact you to rearrange delivery;
(b) we reserve the right to charge you our reasonable costs incurred in relation to the Failed Delivery (including without limitation the costs of re-delivery); and
(c) we shall store the Goods until delivery takes place, and may charge you for all related costs and expenses (including insurance).
6.7 We 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 you to cancel any other instalment.

6.8 Unless agreed otherwise we do not deliver Goods outside the United Kingdom. We will however deliver Goods to your nominated international carrier to an address within the United Kingdom. We do not warrant that the Goods are suitable for use outside the United Kingdom and we shall not be responsible for any import/export duties or taxes relating to your export/import of Goods.

7. Quality of Goods

7.1 We warrant that on delivery of the Goods, or where we provide Commissioning Services in relation to the Goods on completion of the Commissioning Services, and for a period of 12 months thereafter (Warranty Period), the Goods shall:
(a) conform in all material respects with the Specification; and
(b) be free from material defects in design (only where we have been responsible for, and have prepared, the Specification), material and workmanship.

7.2 Subject to clause 7.3, we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
(a) you give us notice in writing 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 7.1;
(b) we are given a reasonable opportunity of examining such Goods; and
(c) you (if asked to do so by us) return such Goods (or, where applicable, such component which forms part of the Goods) to our place of business at our cost.

7.3 We shall not be liable for the Goods’ failure to comply with the warranty in clause 7.1 if:
(a) you make any further use of such Goods after giving a notice in accordance with clause 7.2;
(b) the defect arises because you fail to follow our 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 defect arises as a result of us following any drawing, design or Specification supplied by you;
(d) you alter or repair such Goods without our written consent;
(e) the defect arises as a result of any free-issue material we have used in the manufacture of the Goods;
(f) the defect arises from an act or omission of you, or your sub-contractors or agents for whom we have no responsibility;
(g) the defect arises as a result of the installation of the Goods;
(h) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(i) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

7.4 Except as provided in this clause 7, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.

7.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us.

8. Title and risk

8.1 The risk in the Goods shall pass to you on completion of delivery.

8.2 Title to the Goods shall not pass to you until the earlier of us receiving payment in full (in cash or cleared funds) for: –
(a) the Goods; and
(b) any other goods that we have supplied to you 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.

8.3 Until title to the Goods has passed to you, you shall:
(a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our 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 our behalf from the date of delivery;
(d) notify us immediately if you become subject to any of the events listed in clause 14.1; and
(e) give us such information relating to the Goods as we may require from time to time.

8.4 Subject to clause 8.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
(a) you do so as principal and not as our agent; and
(b) title to the Goods shall pass from us to you immediately before the time at which you fulfil your delivery obligations under the resale save where delivery under the resale is ex works in which case title to the Goods shall pass from us to you immediately before the time at which your customer or a third party acting on its behalf takes physical possession of Goods subject to the resale.

8.5 If before title to the Goods passes to you, you become subject to any of the events listed in clause 14.1, then, without limiting any other right or remedy we may have:
(a) your right to resell Goods or to use the Goods in the ordinary course of your business ceases immediately; and
(b) we may at any time:
(i) require you to deliver up all Goods in your possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

9. Supply of Services

9.1 We shall provide the Services to you in all material respects in accordance with the Contract and/or where relevant as more particularly set out in the Specification.

9.2 We shall use all reasonable endeavours to meet any performance dates and/or delivery dates for the Services specified in the Contract, Specification or as agreed with you but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

9.3 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

9.4 We warrant to you that the Services will be provided using reasonable care and skill but shall have no liability whatsoever in relation to any breach of warranty in respect of the Services where such breach arises as a result of your actions in whole or in part including but not limited to any defect in the Specification.

9.5 We shall be entitled to use subcontractors to supply the Services (or any part of them).

10. Your obligations

10.1 You shall:
(a) ensure that your order and the terms of the Contract (including where relevant the terms of any Specification) are complete and accurate;
(b) co-operate reasonably with us in all matters relating to the Goods and/or the Services;
(c) appoint a manager in respect of the Goods to be provided and/or Services to be performed, such person as identified in the Specification. That person shall have the authority to bind you on all matters relating to the Goods and/or Services;
(d) provide us, our employees, agents, consultants and subcontractors, with free and unfettered access to your premises, office accommodation and other facilities as reasonably required by us to provide the Services;
(e) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(f) have all appropriate and necessary insurances in place for us to supply the Services at your premises;
(g) where Services are to be provided at your premises, prepare your premises for the supply of the Services and carry out a risk assessment prior to the provision of any Installation Services and/or Commissioning Services and ensure that such Services can be performed safely;
(h) where applicable, ensure that your machinery and/or equipment is positioned as agreed or otherwise as reasonably requested to enable us to perform the Services;
(i) where applicable, ensure that any machinery and/or equipment in relation to which we are to provide Services is in a sufficiently complete and operational state to enable us to provide the Services;
(j) where applicable, ensure that any relevant electrical power supply is working and connected to your machinery/equipment to which we are to install Goods;
(k) 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;
(l) comply with all applicable laws, including health and safety laws;
(m) keep our materials, equipment, documents and other property (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation; and
(n) comply with any additional obligations as set out in the quotation and/or Specification.

10.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 10.2; and
(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

11. Charges and payment

11.1 The price for the Goods and/or Services shall be the price(s) set out in our quotation or as otherwise agreed between you and us in writing. Except as set out in the Specification or our quotation, the price of the Goods is exclusive of all costs and charges of packaging, insurance or transport of the Goods.

11.2 We reserve the right to:
(a) increase the price of the Goods and/or Services, by giving notice to you at any time before delivery of the Goods or completion of the Services (as applicable), to reflect any increase in the cost of the Goods and/or Services to us that is due to:
(i) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by you to change the delivery date(s), the quantities or types of Goods ordered, the scope of the Services, the Specification, and/or the functionality of the Goods; or
(iii) any delay caused by your instructions in respect of the Goods and/or Services or your failure to give us adequate or accurate information or instructions in respect of the Goods and/or Services.

11.3 Where you have paid a deposit, we shall apply such deposit amount to satisfy or part-satisfy any one or more invoices we raise for Goods and/or Services provided to you.

11.4 Unless otherwise set out in our quotation or agreed in writing, we shall be entitled to invoice you as follows: –
(a) in respect of the provision of Goods, at any time after we have dispatched the Goods or, where applicable, after we have made them available for collection from our premises; and
(b) in respect of the provision of Services, at any time after completion of the Services.

11.5 You shall pay each invoice submitted by us:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by us with you in writing; and
(b) in full and in cleared funds to a bank account nominated in writing by us, and
time for payment shall be of the essence of the Contract.

11.6 All amounts payable by you 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 us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

11.7 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

11.8 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

12. Intellectual property rights

12.1 Unless otherwise agreed in writing between you and us, all copyright and other intellectual property rights in or arising out of or in connection with the Goods and/or Services (other than intellectual property rights in any Input Material (as defined below)) shall be owned by us or our licensors (LSC IPR).

12.2 Save in relation to any third-party software incorporated within the Goods or which we otherwise install as part of the Services (Software), we grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the relevant LSC IPR only to the extent required for you to make use of the Goods or any output of the Services.

12.3 In relation to any Software: –
(a) unless agreed otherwise, we shall procure a 12 month licence for you to use such Software on an “as is” basis but you shall be responsible for maintaining any such licence; and
(b) you shall comply with the terms of any licence we procure for you in relation to Software.

12.4 You shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2 save that you shall be entitled to sub-license the rights granted by clause 12.2 to any person who acquires the Goods from you (whether on their own, as incorporated as part of a larger product or otherwise) provided that you have paid us all sums due in relation to the associated Goods and/or any associated Services.

12.5 You grant to us a fully paid-up, non-exclusive, royalty-free non-transferable licence to use, copy and modify any materials provided by you (including any Specification) to us for the purpose of providing the Goods and/or Services to you (Input Material).

12.6 You:
(a) warrant that the receipt and use of any Input Material in the performance of the Contract by us shall not infringe the rights, including any intellectual property rights, of any third party; and
(b) shall indemnify us in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result of or in connection with any claim brought against us, for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use in the performance of the Contract, of any Input Material.

13. Limitation of liability

13.1 It is understood, and you acknowledge that, the price of the Goods and/or Services are based on the value of the Goods and/or Services to be provided by us under the scope of the limitations of liability as set out in this clause 13.

13.2 Furthermore, we have obtained certain insurance cover in respect of certain aspects of our own liability, details of which are set out in clause 13.6 below. The limits and exclusions in this clause 13reflect the terms of the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any additional categories of loss and/or excess loss.

13.3 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to 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).

13.5 Our total liability to you under the Contract shall not exceed the price paid by you under the Contract.

13.6 We shall maintain in force the following insurance policies:
(a) a public liability insurance policy for not less than £10 million per claim;
(b) a products liability insurance policy for not less than £10 million per claim and not less than £10 million in aggregate for all claims arising in a year; and
(c) a professional indemnity insurance policy for not less than £2 million for any one claim and not less than £2 million in aggregate for all claims arising in a year save in relation to any claim relating to intellectual property rights in which case such cover is reduced to £1 million for any one such claim and £1 million for all such claims arising in a year.
Notwithstanding and without prejudice to any other provisions in the Contract our entire aggregate liability to you in respect of any losses falling under the above categories of insurance shall be limited to the relevant amounts set out above against the relevant category.

13.7 Subject to clause 13.4, we shall not be responsible for the following types of loss which are wholly excluded:
(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.

13.8 We have given commitments as to compliance of the Goods and/or Services with relevant specifications in clause 7 and clause 9. 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.

13.9 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.10 This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods and/or Services to you, or terminate the Contract with immediate effect by giving written notice to you if: –
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
(b) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your 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;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
(e) you fail to pay any amount due under the Contract on the due date for payment (including any deposit).

14.2 Without affecting any other right or remedy available to us, we may suspend the supply of Goods and/or Services under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in clause 14.1(a) to clause 14.1(d), or we reasonably believe that you are about to become subject to any of them.

15. Consequences of termination

15.1 On termination of the Contract:
(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and
(b) you shall return all of the Supplier Materials and any Goods which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safekeeping and shall not use them for any purpose not connected with the Contract.

15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or 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.

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

16. General

16.1 Interpretation. In these terms and conditions:
(a) Any words following the terms including, include, 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. (b) A reference to writing or written includes email.
(c) Both you and us are each a party to the Contract.

16.2 Force majeure. We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from events, circumstances or causes beyond our reasonable control (Force Majeure Event).

16.3 Assignment and other dealings.
(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
(b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.

16.4 Confidentiality.
(a) 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 16.4(b).
(b) Each party may disclose the other party’s confidential information:
(i) 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 16.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
16.5 Entire agreement.
(a) 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.
(b) 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 misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.

16.6 Variation. Except as set out in these terms and conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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

16.8 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 16.8 shall not affect the validity and enforceability of the rest of the Contract.

16.9 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by 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 sent by email to the email address specified in the Order.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service; and
(iii) 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.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.10 Third party rights. 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.

16.11 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 English law.

16.12 Jurisdiction. Each party irrevocably agrees that the courts of England 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.