8.5 Unless otherwise specified in the Contract, the price for the Goods (and where applicable the price of installation) shall be exclusive of any value added tax, and all costs or charges in relation to postage, packaging, loading, unloading, carriage, freight, bank charges, insurance and, all of which amounts the Customer shall pay in addition when it is due to pay for the price or prices referred to in condition 8.1.
8.6 Where the Supplier incurs extra cost owing to suspension or alteration of the time or location of delivery or installation arising from the Customer’s instructions or lack of instructions, or by reason of interruptions, delays, overtime, unusual hours, mistakes or work occasioned by the act or default of the Customer, such cost shall be added to the price and paid for by the Customer.
8.7 Since our products are bespoke in nature, cancellation of any order will incur a cancellation charge of 30% of the order value
9. PAYMENT
9.1 Subject to condition 9.7, and unless otherwise specified in the Contract, or agreed in writing between the parties, payment shall be made as follows;
9.11 Where the Customer does not have an approved account with the Supplier, the total price of the Goods (and where applicable the price of installation) together with all other charges and payments due to the Supplier shall be payable prior to dispatch of the Goods.
9.12Where the Customer has an approved account with the Supplier, the Customer shall pay each invoice issued by the Supplier within 30 days from the date on the invoice.
9.2 Time for payment shall be of the essence.
9.3 The Supplier reserves the right to withdraw, or amend the terms of, any credit facility at any time.
9.4 All payments are due in pounds sterling and no payment shall be deemed to have been received until the Supplier has received cleared funds.
9.5 All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
9.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
9.7 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10. QUALITY OF GOODS
10.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
10.2 The Supplier warrants that (subject to the other provisions contained in these conditions) on delivery the Goods shall:
a) be of satisfactory quality; and
b) be reasonably fit for purpose; and
10.3 The Supplier shall not be liable for a breach of any of the warranties in condition 10.2 unless:
a) the Customer gives written notice of the defect to the Supplier (and to the carrier if the defect is as a result of damage in transit) within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
b) the Supplier is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.
10.4 The Supplier shall not be liable for a breach of any of the warranties in condition 10.2 if:
a) the Customer makes any further use of such Goods after giving notice under condition 10.3; or
b) 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; or
c) the Customer alters or repairs such Goods without the written consent of the Supplier.
10.5 Subject to the other provisions contained in these conditions, if any of the Goods do not conform with any of the warranties in condition 10.2 the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, the Customer shall, at the Supplier’s expense, return the Goods or the part of such Goods which is defective to the Supplier.
10.6 If the Supplier complies with condition 10.5 it shall have no further liability for a breach of any of the warranties in condition 10.2.
11. TERMINATION
11.1 Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the other if; (a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) the Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing of the breach; or (c) circumstances exist or arise which, in the reasonable opinion of the Supplier, materially and adversely affect the performance of, or the ability to perform, the Customer’s duties and obligations under the Contract; or (d) the Customer ceases or threatens to cease to carry out its business; or (e) the Customer becomes bankrupt or makes a composition or arrangement with his creditors or being a limited company has a Petition issued for the Insolvency of that company or goes into liquidation or carries out its business under an Administrator, Receiver, Manager or Liquidator or enters into a scheme or arrangement for the benefit of its creditors or any of them.
11.2 On termination of the Contract by either party and for any reason:
11.2.1 All monies due to the Supplier under the Contract and not yet paid shall become payable immediately;
11.2.2 the Goods will remain the property of the Supplier;
11.2.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: (a) condition 7; (b) condition 11; (c) condition 12; and (d) condition 15.8
12. LIMITATION OF LIABILITY (THE CUSTOMERS ATTENTION IS DRAWN TO THIS PROVISION IN PARTICULAR)
12.1 Subject to condition 4, condition 5, condition 10 and any special conditions in the Contract, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
a) any breach of the Contract;
b) any use made or resale by the Customer of any of the Goods and/or Services, or of any product incorporating any of the Goods or of any part of the Services; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of the Supplier:
a) for death or personal injury caused by the Supplier’s negligence; or
b) under section 2(3), Consumer Protection Act 1987; or
c) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability;
d) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982;
e) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
a) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
b) the Supplier shall not be liable to the Customer for loss of profit, loss of business, loss of use, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
13. ASSIGNMENT
13.1 The Supplier may assign the Contract or any part of it to any person, firm or company.
13.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
14. FORCE MAJEURE
14.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.
15. GENERAL
15.1 Where the Goods are incorporated by the Customer into an end product, the Customer shall be responsible for ensuring that the end product complies with all relevant safety standards.
15.2 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
15.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.4 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.5 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
16. NOTICES
16.1 All notices between the parties about the Contract shall be in writing and delivered by hand or sent by first class post or sent by fax or email:
a) in case of notices to the Supplier to its place of business or such changed address as shall be notified to the Customer by the Supplier; or
b) (in the case of notices to the Customer) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
16.2 Notices shall be deemed to have been received:
a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
b) if delivered by hand, on the day of delivery; or
c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.