Terms of service

Industrial Plasters Terms of Service
Last updated July 2024.

1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:

Affiliate
means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Business Day
means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions
means the Supplier’s terms and conditions of sale set out in this document and specifically referenced in clause 2.1;

Confidential Information
means any commercial, financial or technical information, information relating to the
Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Supplier in performing its obligations under, or otherwise pursuant to the Contract;

Contract
means this agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;

Control
has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;

Controller
shall have the meaning given in applicable Data Protection Laws from time to time;

Customer
means the named party in the Contract which has agreed to purchase the Deliverables from the Supplier and whose details are set out in the Order;

Data Protection Laws
means, as binding on either party or the Deliverables:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement or supplement any such laws; and
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(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority
means any regulator, authority or body responsible for administering Data Protection Laws;

Data Subject
shall have the meaning in applicable Data Protection Laws from time to time;

Deliverables
means the Goods or Services or both as the case may be;

Documentation
means any descriptions, instructions, manuals, literature, technical details or other related materials supplied by the Supplier to the Customer in connection with the Deliverables;

Force Majeure
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

GDPR
means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Goods
means the goods and related accessories, parts, and other physical material set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract;

Intellectual Property Rights
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future;
(e) to which the relevant party is or may be entitled; and
(f) in whichever part of the world existing;

International Organisation
has the meaning given in the applicable Data Protection Laws from time to time;

Location
means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order or such other address or addresses agreed by the Supplier in writing;

MSA Offence
has the meaning given in clause 9.2.1;

Order
means the Customer’s order for the Deliverables as placed by the Customer via the Supplier’s website situated at https://industrialplasters.com, over the telephone, or by email or as set out in the Customer’s order form, purchase order or the Supplier’s quotation signed by the Customer or as otherwise confirmed by the Supplier in writing;

Order Acknowledgement Form
has the meaning given in clause 2.8.1;

Personal Data
has the meaning given in the applicable Data Protection Laws from time to time;

Personal Data Breach
has the meaning given in the applicable Data Protection Laws from time to time;

Price
has the meaning given in clause 3.1;

Processing
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);

Processor
has the meaning given to it in applicable Data Protection Laws from time to time;

Protected Data
means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;

Services
means the services set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract;

Specification
means the description or Documentation provided for the Deliverables set out or referred to in the Contract;

Sub-Processor
means any agent, subcontractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;

Supplier
means Industrial Plasters Ltd of 63 Netherstreet, Bromham, Chippenham, Wiltshire SN15 2DP registered in England and Wales under company registration number 08746304;

Supplier Personnel
all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;

VAT
means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables; and

Warranty Period
has the meaning given in clause 8.1.
1.2 In these Conditions, unless the context otherwise requires:
1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2 Application of these conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and the Supplier respectively.
2.4 Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to the Contract including these Conditions.
2.5 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
2.6 If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
2.7 The Supplier reserves the right (in its sole and absolute discretion) to cancel an Order at any time before delivery of the Goods or performance of the Services.
2.8 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.8.1 the Supplier returning a signed Order Acknowledgement Form to the Customer; or
2.8.2 the Supplier delivering the Goods; or
2.8.3 the Supplier notifying the Customer that the Goods are available for collection; or
2.8.4 the Supplier performing the Services.
2.9 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.10 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

3 Price
3.1 The price for the Deliverables shall be as set out in the Order or, where no such provision is set out, shall be calculated in accordance with the Supplier’s scale of charges in force from time to time (the Price).
3.2 The Prices are exclusive of:
3.2.1 packaging, delivery, insurance, shipping carriage, and all other related charges, customs charges or taxes, unless otherwise stated by the Supplier in writing, which shall be charged in addition at the Supplier’s standard rates; and
3.2.2 VAT.
3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
3.4 The Supplier may increase the Prices at any time by giving the Customer written notice of the increase to the Customer at any time prior to Delivery. The Supplier shall use reasonable endeavours to provide the Customer with as much notice as reasonably possible of any such increase when exercising its rights pursuant to this clause.
3.5 Notwithstanding clause 3.4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables which exceeds 3% and which is due to any factor beyond the control of the Supplier.

4 Payment
4.1 The Supplier shall invoice the Customer for the Deliverables, in full, at any time following acceptance of an Order.
4.2 The Customer shall pay all invoices:
4.2.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice, unless otherwise stated on the invoice or agreed otherwise by the Supplier in writing; and
4.2.2 to the bank account nominated by the Supplier.
4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of The Bank of England from time to time in force, and
4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5 Delivery and performance
5.1 The Goods shall be deemed delivered on the earlier of:
5.1.1 the Supplier delivering the Goods to the Customer at the Location; or
5.1.2 the Supplier notifying the Customer that the Goods are available for collection;
5.1.3 the Customer collecting the Vehicle(s) from the Location following receipt of a notice from the Supplier to the Customer that the Services have been completed and the Vehicle(s) is/are ready for collection,
as the case may be (Delivery).
5.2 The Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.
5.3 The Supplier may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.4 Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
5.4.1 the date of the Order;
5.4.2 the relevant Customer and Supplier details;
5.4.3 if Goods, the product numbers and type and quantity of Goods in the consignment;
5.4.4 if Services, the category, type and quantity of Services performed;
5.4.5 any special instructions, handling and other requests; and
5.4.6 in the case of Goods, whether any packaging material is to be returned, in which case the Customer shall, after the Goods are unpacked, make them available for collection by the Supplier at the Customer’s expense, unless otherwise agreed in writing by the Supplier.
5.5 Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
5.6 The Supplier shall not be liable for any delay in or failure of performance caused by:
5.6.1 the Customer’s failure to make the Location available, safe and clear at all times to and for the Supplier Personnel;
5.6.2 the Customer’s failure to provide the Supplier with timely, adequate and clear instructions for performance or delivery or otherwise relating to the Deliverables;
5.6.3 Force Majeure.
5.7 If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.
5.8 If 10 Business Days the estimated last day of the period for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in clauses 5.8.1 and 5.8.2. The Supplier shall:
5.8.1 deduct all reasonable storage charges and costs of resale; and
5.8.2 invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

6 Risk
Risk in the Goods shall pass to the Customer on delivery.

7 Title
7.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
7.2 Until title to the Goods has passed to the Customer, the Customer shall:
7.2.1 hold the Goods as bailee for the Supplier;
7.2.2 store the Goods separately from all other material in the Customer’s possession;
7.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
7.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;
7.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
7.2.6 not remove or alter any mark on or packaging of the Goods;
7.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 16.2.1 to 16.2.4 or 16.3.1 to 16.3.13; and
7.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
7.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 16.2.1 to 16.2.4 or 16.3.1 to 16.3.13, the Supplier may (at its sole option):
7.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier at an address(es) to be notified in writing by the Supplier to the Customer; and
7.3.2 if the Customer fails to return the Goods to the Supplier in accordance with clause 7.3.1 promptly, enter any premises at any time where the Goods are stored and repossess them.

8 Warranty
8.1 The Supplier warrants that, at the time of delivery, the Deliverables shall:
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8.1.1 conform in all material respects to the Specification;
8.1.2 be free from material defects in design, material and workmanship;
8.1.3 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
8.1.4 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.
8.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
8.3 As the Customer’s sole and exclusive remedy, the Supplier shall, at its sole option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 8, provided that the Customer:
8.3.1 serves a written notice on Supplier not later than five Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
8.3.2 such notice specifies that some or all of the Deliverables do not comply with clause 8.1 and identifying in sufficient detail, so as to enable the Supplier to reasonably determine and choose a course of action, the nature and extent of the defects; and
8.3.3 gives the Supplier a reasonable opportunity to examine the claim of the allegedly defective Deliverables.
8.4 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
8.5 The Supplier shall not be liable for any failure of the Goods to comply with clause 8.1:
8.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
8.5.2 where such failure arises by the Customer’s failure to comply with its obligations under this agreement;
8.5.3 to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Goods;
8.5.4 where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or
8.5.5 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 8.1.
8.6 Except as set out in this clause 8:
8.6.1 the Supplier gives no warranty and makes no representations in relation to the Deliverables; and
8.6.2 the Supplier shall have no liability for their failure to comply with the warranty in clause
8.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

9 Anti-slavery
9.1 Both parties shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
9.2 The Customer undertakes, warrants and represents that:
9.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:
(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
9.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
9.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;
9.3 The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 9.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
9.4 Any breach of clause 9.2 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

10 Indemnity and insurance
10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
10.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms applicable from time to time.

11 Limitation of liability
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in clause 11.
11.2 Subject to clause 11.5 the Supplier’s total liability in respect of an Order shall not exceed the sum of the total monies received by the Supplier from the Customer in relation to such Order.
11.3 Subject to clause 11.5, the Supplier shall not be liable for consequential, indirect or special losses.
11.4 Subject to clause 11.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1 loss of profit;
11.4.2 loss of revenue;
11.4.3 loss or corruption of data;
11.4.4 loss or corruption of software or systems;
11.4.5 loss or damage to equipment;
11.4.6 loss of use;
11.4.7 loss of production;
11.4.8 loss of contract;
11.4.9 loss of commercial opportunity;
11.4.10 loss of savings, discount or rebate (whether actual or anticipated);
11.4.11 harm to reputation or loss of goodwill; and/or
11.4.12 wasted expenditure.
11.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.5.1 death or personal injury caused by negligence;
11.5.2 fraud or fraudulent misrepresentation;
11.5.3 any other losses which cannot be excluded or limited by Applicable Law;
12 Intellectual property
12.1 Except as otherwise expressly agreed in writing between the parties, no Intellectual Property Rights of either party are transferred or licensed as a result of the Contract.

13 Confidentiality and announcements
13.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
13.1.1 any information which was in the public domain at the date of the Contract;
13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
13.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
13.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
except that the provisions of clauses 13.1.1 to 13.1.3 shall not apply to information to which clause 13.4 relates.
13.2 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.
13.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 14.

14 Data Protection
14.1 In this clause 14 the terms “Controller”, “Data Subject”, “Personal Data”, “Processing” and “Processor” shall have the meanings given to them in the Data Protection Laws and “Process and “Processed” shall be construed accordingly. The Supplier and the Customer shall each process personal data in order to perform their respective obligations under the Contract (the “Common Data”). The parties acknowledge that the factual arrangement between them dictates the role of each party in respect of Data Protection Laws but, in most instances, the Supplier and the Customer shall each be a Controller of the Common Data in common with the other.
14.2 In respect of the Common Data, the Supplier and the Customer shall each comply with their respective obligations under all relevant Data Protection Laws, use all reasonable efforts to assist the other to comply with such obligations as are respectively imposed on them by the given party and/or applicable consents obtained and are sufficient in scope to enable the other party to Process the Common Data as required in order to obtain the benefit of its rights and to fulfil its obligations under the Contract in accordance with Data Protection Laws.

15 Force Majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in the performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Contract immediately by written notice to the other party.

16 Termination
16.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer within 14 days of the Order.
16.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
16.2.1 the Customer commits a material breach of the Contract and such breach is not remediable;
16.2.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
16.2.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
16.2.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
16.3 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
16.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
16.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
16.3.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
16.3.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
16.3.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
16.3.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
16.3.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
16.3.8 has a resolution passed for its winding up;
16.3.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
16.3.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
16.3.11 has a freezing order made against it;
16.3.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
16.3.13 is subject to any events or circumstances analogous to those in clauses 16.3.1 to 16.3.12 in any jurisdiction
16.4 The Supplier may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control.
16.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.
16.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

17 Notices
17.1 Any notice given by a party under these Conditions shall:
17.1.1 be in writing and in English;
17.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3 be sent to the relevant party at the address set out in the Contract.
17.2 Notices may be given, and are deemed received:
17.2.1 by hand: on receipt of a signature at the time of delivery;
17.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
17.2.3 by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and
17.2.4 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 17.2.4, business hours means 9.00am to 5.00pm on a Business Day in the place of receipt.
17.3 All references to time are to the local time at the place of deemed receipt.
17.4 This clause does not apply to notices given in legal proceedings or arbitration.

18 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

19 Time
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

20 Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

21 Entire agreement
21.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
21.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
21.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

22 Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

23 Assignment
23.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.
23.2 Notwithstanding clause 23.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
23.3 The Supplier may at any time assign, transfer, mortgage, charge, declare a trust or deal in any other manner with any or all of its rights under the Contract, provided that it gives notice in writing to the Customer.

24 Set off
24.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
24.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.


25 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

26 Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

27 Severance
27.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
27.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28 Waiver
28.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
28.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

29 Compliance with law
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

30 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

31 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

32 Third party rights
32.1 Except as expressly provided for in clause 32.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
32.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

33 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).