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;

Bribery Laws
means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;

Business Day
means a day other than a Saturday, Sunday or bank or public holiday;

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

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
means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;

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;

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 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;

Goods
means the goods and related accessories, spare parts and Documentation and other physical material set out in the Order or understood by the parties to be included in the Goods 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;

IPR Claim
has the meaning given in clause

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 as notified by the Supplier to the Customer at least seven Business Days prior to performance;

Modern Slavery Policy
means the Supplier’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

MSA Offence
has the meaning given in clause 11.2.1;

Order
means the order for the Deliverables from the Supplier placed by the Customer as set out in the Supplier’s order form to which these conditions are attached

Price
has the meaning given in clause 3.1;

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;

Supplier
FES Building Services Engineers NE Ltd (CRN 16484527) unit 5, Lloyd Court, Dunston, Gateshead, Tyne & Wear NE11 9EP, VAT no.498100186

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 9.1.
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 except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;
1.2.11 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
1.2.12 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 If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
2.5 The offer constituted by an Order shall remain in effect and capable of being accepted by the Customer for ten Business Days from the date on which the Supplier submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.6 The Customer 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:
2.6.1 the Customer’s written acceptance of the Order; or
2.6.2 the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.7 Rejection of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer.
2.8 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 the Deliverables and are incapable of being accepted by the Customer.
2.9 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 Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
3.3 The Supplier may increase the Prices at any time by giving the Customer not less than ten Business Days’ notice in writing provided that the increase does not exceed 25%of the Prices in effect immediately prior to the increase.
3.4 Notwithstanding clause 3.3, 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 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, partially or 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 fourteen days of the date of each invoice; 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 four% a year above the base rate of the Official Bank Rate from time to time 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 Credit limit

The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

6 Delivery and performance

6.1 All work will be carried out to a reasonable standard of care and in a reasonable time frame, consistent with best industry practice.
6.2 The Customer shall be responsible for obtaining any relevant consents from third parties such as landlords, local authorities etc before works commence.
6.3 The Customer must ensure continuous and uninterrupted access to the relevant site at all times.
6.4 We may provide sketches, plans, diagrams or similar documents to assist our work procedures, which will be for illustrative or guidance purposes and must not be relied on for precision or guaranteed results. We shall carry out work in accordance with the Order.
6.5 Any equipment or items which may be at risk of damage during our works should be adequately protected or covered by the Customer in advance of the works starting. We cannot be responsible for damage caused where no protective measures are taken by the Customer.
6.6 We shall use reasonable endeavours to ensure that products selected by the Customer match the products supplied and installed. However, there could be minor variations due to issues beyond our control. In this scenario we are not responsible for such differences provided they are minor and do not affect the performance of the product. We may be able to provide samples in advance of work starting but reserve the right to charge for this where appropriate.
6.7 We will carry out testing and certification work when required. This may involve us requesting access to areas which are outside the immediate working area and we expect the Customer to comply with such requests.
6.8 Whilst carrying out installation, testing and certification work, the electricity supply may be interrupted. This may affect a wider area than the immediate installation or testing area. We shall use all reasonable endeavours to minimise any such disruption and notify the Customer in advance if disruption is likely to occur.
6.9 Certification will be issued upon payment of the relevant invoice.
6.10 No liability is accepted for loss of power, data or disruption to online work flow.
6.11 The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order where applicable.
6.12 The Goods shall be deemed delivered on arrival only of the Goods at the Location by the Supplier or its nominated carrier (as the case may be).
6.13 The Services shall be performed by the Supplier at the Location on the date(s) specified in the Order where applicable.
6.14 The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.
6.15 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.
6.16 Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
6.16.1 the date of the Order;
6.16.2 the relevant Customer and Supplier details;
6.16.3 if Goods, the product numbers and type and quantity of Goods in the consignment;
6.16.4 if Services, the category, type and quantity of Services performed;
6.16.5 any special instructions, handling and other requests; and
6.16.6 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 Supplier’s expense.
6.17 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.
6.18 The Supplier shall not be liable for any delay in or failure of performance caused by:
6.18.1 the Customer’s failure to make the Location available;
6.18.2 the Customer’s failure to prepare the Location in accordance with the Supplier’s instructions;
6.18.3 the Customer’s failure to provide the Supplier with adequate instructions for performance or delivery or
6.18.4 Force Majeure.
6.19 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 reasonable costs and expenses incurred by the Supplier in doing so.
6.20 If ten Business Days following the due date 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 6.20.1 and 6.20.2. The Supplier shall:
6.20.1 deduct all reasonable storage charges and costs of resale; and
6.20.2 account to the Customer for any excess of the resale price over or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

7 Risk

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

8 Title

8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
8.2 Until title to the Goods has passed to the Customer, the Customer shall:
8.2.1 hold the Goods as bailee for the Supplier;
8.2.2 store the Goods separately from all other material in the Customer’s possession;
8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
8.2.4 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;
8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
8.2.6 not remove or alter any mark on or packaging of the Goods;
8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.12; and
8.2.8 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.
8.3 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 [17.1.1 to 17.1.4 or 17.2.1 to 17.2.12], the Supplier may:
8.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
8.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9 Warranty

9.1 The Supplier warrants that, the Deliverables shall, for a period of 12 months from delivery (the Warranty Period):
9.1.1 conform in all material respects to any sample and to the Specification;
9.1.2 be free from material defects in design, materials and workmanship;
9.1.3 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
9.1.4 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; and
9.1.5 any media on which the results of the Services are supplied shall be free from defects in material and workmanship and of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
9.3 The Customer may reject any of the Deliverables that do not comply with clause 9.1, provided that the Customer:
9.3.1 serves a written notice on the Supplier:
(a) during the Warranty Period in the case of defects discoverable by a physical inspection; or
(b) in the case of latent defects, during the Warranty Period or, if the Warranty Period has expired, within [one] month from the date on which the Customer became aware (or should reasonably have become aware) of the defect;
9.3.2 provides the Supplier with sufficient information as to the nature and extent of the defects and, in the case of Goods, the uses to which the Goods had been put prior to the defect arising;
9.3.3 gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables; and
9.3.4 at its own cost, returns any Goods rejected under clause 9.3. Risk and title in the rejected Goods shall pass back to the Supplier at the point at which the Goods are returned.
9.4 As the Customer’s sole and exclusive remedy, as soon as reasonably practicable but in any event within ten Business Days after receiving a written notification in accordance with clause 9.3, the Supplier shall, at the Supplier's option:
9.4.1 in the case of Goods, repair or replace the Goods;
9.4.2 in the case of Services, promptly remedy the non-compliance;
9.4.3 in the case of Services, re-perform the relevant Services; or
9.4.4 provide the Customer with a full refund of the Price paid by the Customer for the non-compliant Deliverables.
9.5 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.
9.6 The Supplier shall not be liable for any breach of clause 9.1:
9.6.1 where such failure arises by reason of wear and tear, the Customer’s or a third party’s wilful damage, or the Customer’s or a third party’s negligence;
9.6.2 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Deliverables, including any instructions on installation, operation, storage or maintenance;
9.6.3 to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Deliverables;
9.6.4 where the Customer modifies any Deliverables without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or
9.6.5 where the Customer uses any of the Deliverables after notifying the Supplier that they do not comply with clause 9.1.
9.7 Clauses 9.3 and 9.4 set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach by the Supplier of clause 9.1. Except as set out in this clause 9:
9.7.1 the Supplier gives no warranties or undertakings and makes no representations in relation to the Deliverables;
9.7.2 the Supplier shall have no liability for their failure to comply with clause 9.1; and
9.7.3 all warranties, terms and conditions (including the conditions implied by sections 12–16 of the Supply of Goods and Services Act 1982 and sections 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 by Applicable Law.

10 Anti-bribery

10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1 all of that party’s personnel;
10.2.2 all others associated with that party; and
10.2.3 all of that party’s subcontractors;
involved in performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
10.4 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 10.
10.5 Any breach of this clause 10 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 17.1.1.

11 Anti-slavery

11.1 The Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
11.2 The Customer confirms and agrees that:
11.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors:
(a) has committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or
(b) has 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;
11.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
11.2.3 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
11.3 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 11.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
11.4 Any breach of clause 11.2 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

12 Indemnity and insurance

12.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liabilities, 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.
12.2 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 from time to time applicable.

13 Limitation of liability

13.1 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 this clause 13.
13.2 Subject to clauses 13.5 and 13.6, the Supplier’s total liability shall not exceed the sum of the relevant contract value.
13.3 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.
13.4 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
13.4.1 loss of profit;
13.4.2 loss of revenue;
13.4.3 loss or corruption of data;
13.4.4 loss or corruption of software or systems;
13.4.5 loss or damage to equipment;
13.4.6 loss of use;
13.4.7 loss of production;
13.4.8 loss of contract;
13.4.9 loss of commercial opportunity;
13.4.10 loss of savings, discount or rebate (whether actual or anticipated);
13.4.11 harm to reputation or loss of goodwill;
13.4.12 loss of business;
13.4.13 wasted expenditure.
13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.
13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
13.6.1 death or personal injury caused by negligence;
13.6.2 fraud or fraudulent misrepresentation;
13.6.3 any other losses which cannot be excluded or limited by Applicable Law;
13.6.4 any losses caused by wilful misconduct.

14 Confidentiality and announcements

14.1 The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
14.1.1 any information which was in the public domain at the date of the Contract;
14.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
14.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier; or
14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
14.2 This clause shall remain in force a period of [five] years from the date of the Contract and, if longer, [three] years after termination of the Contract.
14.3 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.

15 Data protection

We take our responsibilities seriously and will process and protect Personal Data in accordance with the UK GDPR and The Data Protection Act 2018.. You consent to us processing your personal information for the purpose of providing the Services, communicating with you and for marketing, statutory and accounting purposes. We may disclose your Personal Data to our employees, consultants, agents and affiliates to the extent necessary to provide the Services.

16 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 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 [number] days, [the party not affected OR either party] may terminate the Contract by written notice to the other party.

17 Termination

17.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
17.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
17.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
17.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid [30] days after the Supplier has given notification that the payment is overdue; or
17.1.4 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.
17.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
17.2.2 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;
17.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
17.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
17.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
17.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
17.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
17.2.8 has a resolution passed for its winding up;
17.2.9 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;
17.2.10 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;
17.2.11 has a freezing order made against it;
17.2.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items.
17.3 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 .
17.4 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 17, it shall immediately notify the Supplier in writing.
17.5 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.

18 Notices

18.1 Any notice given by a party under these Conditions shall:
18.1.1 be in writing and in English;
18.1.2 be signed by, or on behalf of, the party giving it; and
18.1.3 be sent to the relevant party at the address set out in the Contract.
18.2 Notices may be given, and are deemed received:
18.2.1 by hand: on receipt of a signature at the time of delivery;
18.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
18.2.3 by Royal Mail International Tracked & Signed post: at 9.00 am on the [fourth] Business Day after posting
18.2.4 by email provided confirmation is sent by first class post: on receipt of a delivery email from the correct address.
18.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 18.1 and shall be effective:
18.3.1 on the date specified in the notice as being the date of such change; or
18.3.2 if no date is so specified, seven Business Days after the notice is deemed to be received.
18.4 All references to time are to the local time at the place of deemed receipt.
18.5 This clause 18 does not apply to notices given in legal proceedings or arbitration.

19 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.

20 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.

21 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.

22 Entire agreement

22.1 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.
22.2 Each party acknowledges that it has not entered into the Contract 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.
22.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

23 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.

24 Assignment

24.1 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, which it may withhold or delay at its absolute discretion.

25 Set off

25.1 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
25.2 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.

26 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.

27 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.

28 Severance

28.1 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.
28.2 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.

29 Waiver

29.1 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.
29.2 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.

30 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.

31 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.

32 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).

33 Third party rights

33.1 Except as expressly provided for in clause 33.2, 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.
33.2 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.

34 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.

35 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).