Terms & Conditions

1.       Interpretation

1.2   Definitions. In these Conditions, the following definitions apply: Commencement Date has the meaning set out in clause 2.2.

Conditions these terms and conditions as amended from time to time in accordance with clause 15.8.

Contract the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Consumables the woodworking materials as set out in the Order. Customer the person or firm who purchases the Goods and/or Services from the Supplier.

Delivery Location has the meaning set out in clause 4.2. Force Majeure Event an event outside the reasonable control of the Supplier.

Goods the Consumables, Machinery and/or Spare Parts (or any part of them) set out, from time to time, in the Order and, in the case of Consumables and Spare Parts, further on the Supplier's website or in the Supplier's catalogue. 

Goods Specification any specification for the Goods, including, in respect of Machinery, any relevant plans or drawings, provided or approved by the Supplier.   

Intellectual Property Rights  all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Machinery the woodworking machinery as set out in the Order. Machinery Installation Services the transfer and/or installation of Machinery or any other woodworking machines of a similar nature. Machinery Servicing Services the servicing of the Machinery or any other woodworking machines of a similar nature.

Order the Customer’s order whether in writing or otherwise for the supply of Goods and/or Services, as confirmed in the Supplier's written acknowledgement of that order.

Services the Machinery Installation Services and the Machinery Servicing Services as set out in the Order.

Service Specification the description or specification for the Machinery Installation Services provided in writing by the Supplier to the Customer.

Spare Parts the machinery spare parts as set out in the Order. Supplier Ney Limited (company number 01255499) Stonebridge Trading Estate, Sibree Road, Coventry, West Midlands, CV3 4FD.

Supplier Materials has the meaning set out in clause 8.1.7.

1.3   Construction. In these Conditions,

1.3.1          a reference to writing or written includes faxes and e-mails (but only if an acknowledgement of receipt is received in the case of emails). 

2.       Basis of contract

2.1   The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2   The Order shall only be deemed to be accepted on the earlier of either the Supplier issuing written acknowledgement of the Order or completion of the delivery of the Goods at which point and on which date the Contract shall come into existence (Commencement Date).

2.3   The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4   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, website or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.5   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 trade, custom, practice or course of dealing.

2.6   Unless the Supplier otherwise agrees in writing, any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 working days from its date of issue.

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

3         Goods

3.1   The Machinery is described as the Goods Specification. Performances and production figures are estimated The Supplier does not warrant that equivalent results can be obtained in practice.

3.2   The Consumables and Spare Parts are described in the Order and further on the Supplier's website or in the Supplier's catalogue.

3.3   To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.3 shall survive termination of the Contract.

3.4   The Supplier reserves the right to amend any specification of the Goods or the Goods Specification if required by any applicable statutory or regulatory requirements.

4         Delivery of Goods

4.1   The Supplier shall ensure that: 

4.1.1          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; and

4.1.2          if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2   Unless otherwise agreed with the Customer, the Supplier or its nominated carrier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3   Delivery of the Goods shall be completed on the Goods’ arrival 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 a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5   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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6   If the Customer fails to accept or take delivery of the Goods within 3 working days of the Supplier notifying the Customer that the Goods are ready, 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: 

4.6.1          delivery of the Goods shall be deemed to have been completed at 9.00 am on the 4th working days following the day on which the Supplier notified the Customer that the Goods were ready; and

4.6.2          the Supplier shall store the Goods at the Customer's sole risk until delivery takes place, and charge the Customer for all related costs and expenses (including insurance and transport charges).

4.7   If 3 working days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken 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.

4.8   The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.  The provisions of this clause 4.8 shall not apply to Machinery.

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   Except where clause 5.2 applies, the Supplier warrants that on delivery in the case of Consumables and Spare Parts and on completion of commissioning in the case of Machinery, and for a period of 12 months from that date (Warranty Period), the Goods shall:

5.1.1          where they are Consumables and/or Spare Parts conform in all material respects with their description;

5.1.2          where they are Machinery, conform in all material respects with the Goods Specification or any other agreed specification;

5.1.3          be free from material defects in design, material and workmanship; 

5.1.4           be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

5.1.5          be fit for any purpose held out by the Supplier.

5.2   The Supplier warrants that on completion of commissioning of Machinery which is refurbished, and for a period of 3 months from that date (Warranty Period), the such refurbished Machinery shall:

5.2.1          conform in all material respects with its description;

5.2.2          be free from material defects in design, material and workmanship; 

5.2.3          be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

5.2.4          be fit for any purpose held out by the Supplier.

5.3   In the case of second hand non-refurbished Machinery sold by the Supplier, the Supplier gives no warranty or guarantee (whether implied or otherwise) as to the state or use of such second hand non-refurbished Machinery sold by the Supplier and that Machinery is sold on a "sold as seen" basis.  

5.4   Any extended warranty offered by the Supplier shall be expressly set out in writing by the Supplier to the Customer but will be not otherwise be applicable. 

5.5   The Supplier shall be under no liability for any defects drawn to the attention of the Customer prior to the placing of the Order or which were or ought to have been discovered during any examination of any Machinery prior to delivery which were not notified to the Supplier at the time of such examination.

5.6   Subject to clause 5.7, if:

5.6.1          the Customer gives 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 warranties set out in clauses 5.1 and 5.2;

5.6.2          the Supplier is given a reasonable opportunity of examining such Goods; and

5.6.3          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. 

5.7   The Supplier shall not be liable for the Goods’ failure to comply with the warranties in clauses 5.1 and 5.2 if:  

5.7.1          the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.6;

5.7.2          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 including, without limitation, the recommendation that the Goods be serviced by the Supplier;

5.7.3          the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

5.7.4          the defect arises because the Machinery is used in any 24 hour period for longer than its recommended use period of 8 hours of operation in any 24 hour period. The warranty is based on a single 8 hour shift operation in any 24 hour period; 

5.7.5          the Customer and/or any other third party alters and/or repairs such Goods without the written consent of the Supplier;

5.7.6          the defect arises as a result of fair wear and tear (including without limitation in the case of Machinery and Spare Parts, wear and tear on consumable parts such as belts, elements and tooling), wilful damage, negligence, abnormal working conditions, operator error, lack of maintenance or neglect;

5.7.7          the defect arises as a result of motors which have burnt-out due to overloading, electronic components damaged by voltage fluctuations and malfunction caused by a wet or unfiltered air supply or inadequate dust extraction; or

5.7.8          the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.8   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 warranties set out in clauses 5.1 and 5.2.

5.9   The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.6.

5.10                        Where applicable, the Customer may have the benefit of and shall accept and be bound by the terms of any warranty or guarantee relating to Machinery or any part of it (including Spare Parts) given by the manufacturer. Such warranty or guarantee shall be operative only during the period set out therein or during the period in which the Machinery or any part of it (including Spare Parts) remains in the Customer's possession, whichever is the shorter. In respect of any matter covered by such manufacturer warranty or guarantee the Customer shall pursue its remedies under the warranty or guarantee before making any claim to 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 has received payment in full (in cash or cleared funds) for:

6.2.1           the Goods; and 

6.2.2          any other goods that the Supplier has supplied to the Customer in respect of which payment has become due. 

6.3   Until title to the Goods has passed to the Customer, the Customer shall:  

6.3.1          hold the Goods on a fiduciary basis as the Supplier’s bailee;  

6.3.2          store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;  

6.3.3          not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4          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;

6.3.5          notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.5; and 6.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

6.4   If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.5, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods 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.

7         Supply of Services

7.1   The Supplier shall provide the Machinery Installation Service to the Customer in accordance with the Service Specification in all material aspects.

7.2   The Supplier shall provide the Machinery Servicing Services to the Customer as deemed necessary by the Supplier's representative upon visiting the Customer's site and inspecting the relevant machinery.

7.3   The Supplier shall use all reasonable endeavours to meet any performance dates for the Services which have been agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.4   The Supplier 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 the Supplier shall notify the Customer in any such event.

7.5   The Supplier warrants that the Services will be provided using reasonable care and skill.

8         Customer’s obligations

8.1   The Customer shall:

8.1.1          ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;

8.1.2          co-operate with the Supplier in all matters relating to the Services and delivery of the Goods;

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/deliver the Goods;

8.1.4          provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate;

8.1.5          prepare the Customer’s premises/Delivery Location for the supply of the Services, Machinery and Spare Parts (as applicable);

8.1.6          obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

8.1.7          keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises/Delivery Location in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

8.2   If the Supplier’s performance of any of its obligations in respect of the Services 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          the Supplier shall without limiting its other rights or remedies 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 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 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.

8.3   The Customer shall indemnify the Supplier in full and on demand against any cost, expense, loss or damage suffered by the Supplier as a result of the Customer's negligence or default during or as a result of or in connection with the performance of the Services or commissioning of the Machinery at the Customer's premises or other nominated site.

9         Charges and payment

9.1   Machinery and Machinery Installation Services

9.1.1           The price for Machinery and Machinery Installation Services shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. Unless otherwise stated in the Order, the price of the Machinery is exclusive of all costs and charges of packaging, insurance, transport of the Goods which shall be paid by the Customer when it pays for the Goods.  

9.1.2          For the supply of Machinery and Machinery Installation Services, the Customer will be required to pay a deposit to the Supplier of 20% of the total price set out in the Order. 

9.1.3          Prior to delivery of the Machinery by the Supplier, the Customer will be required to pay the Supplier 70% of the total price set out in the Order. This clause 9.1.3 shall apply notwithstanding the fact that the Customer may have secured the services of a financing company.  Delivery of Machinery will not be made by the Supplier unless the Supplier has received the payments set out in clauses 9.1.2 and 9.1.3 in cleared funds. 

9.1.4          On completion of commissioning of the Machinery and provisions of the and Machinery Installation Services by the Supplier, the Customer shall pay the final instalment of 10% of the total price set out in the Order.  

9.1.5          The above payment terms for Machinery and Machinery Installation Services shall apply unless otherwise agreed in writing between the parties. The Supplier reserves the right to change the percentages set out in clauses 9.1.2 to 9.1.4 where the Customer wishes to purchase is bespoke Machinery rather than standard Machinery.

9.2   Consumables, Machinery Servicing Services and Spare Parts: 

9.2.1          The price for Consumables and/or Spare Parts shall be the price set out in the Order or, if no price is quoted, the price set out in the Suppliers published price list as at the date of delivery.  The price of Consumable Services and/or Spare Parts are exclusive of all delivery costs which shall be paid by the Customer when it pays for the Consumables and/or Spare Parts;  

9.2.2          The prices for the Machinery Servicing Service shall be dependent on the level of work required to provide that service and this shall be determined by the Supplier's representative upon visiting the Customer's site and inspecting the relevant machinery.  The price for the provision of the Machinery Servicing Service shall include, without limitation, the Supplier's nominated call out charge and the applicable servicing rate.

9.2.3          For the supply of Consumables, Machinery Servicing Services and/or Spare Parts, the Customer shall pay the Supplier within 30 days of the date of the invoice issued by the Supplier.  The Customer shall only be permitted 30 day payment if the Supplier has expressly granted a Customer a 30 day payment account. If the Supplier has not granted such an account, the Customer shall be required to pay up front; 

9.2.4          Where the Customer has an account and either defaults on payment or exceeds its payment account credit limit the Supplier reserves the right to either withdraw the Customer's 30 day payment account,  to request immediate payment of any and all outstanding sums due to the Supplier or to request that future payments for Good/Services are made up front until such time as the Customer has regained sufficient credit limit in its payment account.

9.2.5          The above payment terms for Consumables, Services and Spare Parts shall apply unless otherwise agreed in writing by the parties.

9.3   The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

9.3.1          any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.3.2          any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

9.3.3           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   The Supplier shall invoice the Customer in line with clause 9 or such other payment regime as may have been agreed in writing with the Customer in accordance with clause 9.

9.5   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). 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   Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 5 % per annum above the then current Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.8   The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10     Intellectual property rights

10.1                        All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. 

10.2                        No Intellectual Property Rights in the Goods shall pass to the Customer under this Contract.

10.3                        The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services and/or Goods, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

10.4                        All Supplier Materials are the exclusive property of the Supplier.

11     Confidentiality

This Contract, its content, the matter to which it relates and information exchanged pursuant to it are confidential between the parties.  Disclosure of any information of a confidential nature may only take place once the disclosing party has given written consent to do so.  This clause 11 shall survive termination of the Contract.

12     Limitation of Liability: THE CUSTOMER’S ATTENTION IS DRAWN TO THIS CLAUSE    

12.1                        Nothing in these Conditions shall limit or exclude the Supplier’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or defective products under the Consumer Protection Act 1987.

12.2                        Subject to clause 12.1:

12.2.1      the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from the Supplier’s deliberate personal repudiatory breach of the Contract); and

12.2.2      the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by the Supplier’s deliberate personal repudiatory breach shall not exceed the price paid by the Customer for the Goods and/or Services in the Order.

12.3                        Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 

12.4                        This clause 12 shall survive termination of the Contract.

13     Termination

13.1                        Without limiting its other rights or remedies, each 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 this Contract;

13.1.2      any distress, execution or other process is levied upon any of the assets of the other party; or

13.1.3      the other party has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the other party or for the granting of an administration order in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party; or

13.1.4      the other party ceases or threatens to cease to carry on its business; or

13.1.5      the financial position of the other party deteriorates to such an extent that in the opinion of the terminating party the capability of the other party to adequately fulfil its payment obligations under the Contract has been placed in jeopardy.

13.1.6      any event occurs with respect to the other party in any jurisdiction to which it is subject that has as effect similar to any of the events mentioned in clause 13.1.2 to clause 13.1.5 (inclusive).

13.2                        Without limiting its other rights or remedies, the Supplier shall have the right either terminate the Contract or to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier:

13.2.1      by giving the Customer 30 days written notice; or 

13.2.2      with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment; or

13.2.3      the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.5, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14     Consequences

14.1                        On termination of the Contract for any reason:

14.1.1      the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet 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 which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

14.1.3      the accrued rights and remedies of the parties as at termination shall not be affected, 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; and

14.1.4      clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15     General

15.1                        Force majeure: 

15.1.1      The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 90 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.  

15.2                        Assignment and subcontracting: The Supplier may at any time but the Customer shall not unless it has obtained the prior written consent of the Supplier, assign, transfer, charge, subcontract any of its rights and/or obligations under the Contract to any third party.

15.3                        Notices:

15.3.1      Any communication given under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

15.3.2      Any communication shall be deemed to have been received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next working day after transmission. 

15.3.3      This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails.  

15.4                        Waiver and cumulative remedies: No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.  Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

15.5                        Severance:  If any provision of this Contract is ruled to be invalid, illegal or unenforceable for any reason, that invalidity, illegality or unenforceability will not affect the rest of this Contract which will remain valid and enforceable in all respects.

15.6                        No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties. No party shall have authority to act as agent for, or to bind, the other party in any way.

15.7                        Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.8                        Variation: Any variation to this Contract must be in writing and signed by the Supplier.

15.9                        Governing law and jurisdiction: This Contract is intended to be legally binding and shall be subject to English law and the exclusive jurisdiction of the English Courts.