Terms And Conditions
Product Range
RIGGS AUTOPACK LIMITED
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the fees payable to the Supplier by the Customer for the supply of Goods and/or Services in accordance with clause 9.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with the Quotation (if any), the Order Confirmation and these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Deliverables: all documents, products and materials produced by the Supplier for the Customer in relation to the Services.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 15.1.
Goods: the goods (or any part of them) set out in the Order Confirmation and/or the Specification.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for the supply of Goods and/or Services, as confirmed in writing or verbally and/or set out in the Customer's purchase order form, or acceptance of the Supplier's Quotation, as the case may be.
Order Confirmation: the Supplier’s written acceptance and confirmation of the Customer’s Order.
Quotation: the Supplier’s written quotation for the provision of Goods and/or Services to the Customer, including any documents appended to the same.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in Quotation, the Order Confirmation and/or the Specification.
Specification: any specification for the Goods and/or Services, including any relevant plans, drawings or descriptions, that is agreed in writing by the Customer and the Supplier (and which may be attached to the Quotation and/or Order Confirmation).
Supplier: Riggs Autopack Limited registered in England and Wales with company number 05715991.
Supplier Materials: has the meaning given in clause 8.1(h).
Warranty Period: has the meaning given in clause 5.1.
1.2 Interpretation:
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b) A reference to a party includes its personal representatives, successors and permitted assigns.
c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
e) A reference to writing or written excludes fax but not email.
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 when the Supplier issues Order Confirmation of the Order, at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by or on behalf of the Supplier and any descriptions or illustrations of the Goods that are not expressly included in the Contract (including any contained in the Supplier’s catalogues or brochures or displayed on the Supplier’s website) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.4 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 law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 The Quotation for the Goods and/or Services given by the Supplier shall not constitute an offer. The Quotation shall only be valid for a period of 90 days from its date of issue unless expressly withdrawn or stated to expire at an earlier date.
2.6 If there is any conflict or inconsistency between these Conditions and the Order, the provisions in these Conditions shall prevail to the extent necessary to resolve the conflict or inconsistency, unless the Order expressly states that a specific provision in the Order prevails over a specific provision in these Conditions.
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 To the extent that the Goods are to be manufactured in accordance with a 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or 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 Specification. This clause 3.1 shall survive termination of the Contract.
3.2 The Supplier reserves the right to amend the Goods, Services or Specification:
(a) where doing so would not materially adversely affect the nature or quality of the Goods or Services; and
(b) if required by any applicable statutory or regulatory requirement, code of practice or in accordance with best industry practice, and the Supplier shall notify the Customer in any such event.
3.3 Any request to postpone or cancel an Order must be submitted to the Supplier in writing. The Supplier shall not be obliged to accept any such postponement or cancellation. If the Supplier accepts the postponement or cancellation of an Order, the Supplier may (as a condition of its acceptance) charge the Customer for any costs incurred as a result of or in connection with such postponement or cancellation including third-party costs.
4. DELIVERY OF GOODS
4.1 The Supplier 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.
4.2 Where the Parties agree in writing that the Customer shall collect the Goods from the Supplier’s premises, the Delivery Location shall be the Supplier’s premises (or such other location as the Parties may agree in writing) and the Customer shall collect the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready for collection.
4.3 Delivery of the Goods shall be completed on the making available of the Goods for unloading at the Delivery Location, or, where Goods that are to be collected by the Customer pursuant to clause 4.2, delivery shall be completed when the Supplier makes the Goods available for loading at the Delivery Location.
4.4 The Supplier shall not be responsible for installation or commissioning of the Goods, unless expressly agreed with the Customer in the Quotation and/or the Order Confirmation as forming part of the Services.
4.5 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) a Force Majeure Event; (b) the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions or information relevant to the supply of the Goods; or (c) any other act or omission of the Customer, or breach of the Contract by the Customer.
4.6 If the Customer fails to accept delivery of the Goods on the date specified by the Supplier for delivery (or to collect the Goods within the period set out in clause 4.2), or the Supplier is unable to deliver the Goods due to the Customer's failure to provide the Supplier with adequate instructions or information relevant to the supply of the Goods, then:
(a) the Supplier may, confirm to the Customer that delivery of the Goods shall be deemed to have been completed at 9.00 am on the date specified by the Supplier for delivery (or for Goods that are to be collected on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready for collection); and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance). The Supplier will release the Goods to the Customer only once all such charges are paid.
4.7 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of or collected them, the Supplier may:
(a) resell or otherwise dispose of part or all of the Goods and, charge the Customer for resale or disposal costs and any shortfall below the price of the Goods; and
(b) charge interest on the value of the Goods not taken by the Customer until the Goods are taken, at a rate of 8% over the Bank of England base rate per day until delivery is completed.
4.8 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 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), any Riggs Goods shall:
(a) conform in all material respects with their description in the Specification; and
(b) be free from material defects in design, material and workmanship,
where Riggs Goods means any product that is a fully assembled new machine supplied by the Supplier.
5.2 The Customer acknowledges that the warranty above does not apply to any Goods that are not Riggs Goods. For Goods that are supplied as component spare parts, the Supplier will use reasonable endeavours to pass on the benefit of the terms of any applicable third-party manufacturer warranty to the Customer.
5.3 Subject to clause 5.4, if:
(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) 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.
5.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;
(b) the failure, defect or loss arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the failure arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier or permits or instructs any third party to do the same;
(e) the failure arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the failure arises as a result of the Goods being operated outside of their intended use;
(g) the failure arises as a result of any defects in or unsuitability of works, material, equipment, apparatus or plant at the premises at which the Goods are used; or
(h) the Goods differ from the Specification as a result of changes made pursuant to clause 3.2.
5.5 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 warranty set out in clause 5.1.
5.6 The Customer acknowledges that any repaired or replacement Goods supplied by the Supplier shall not benefit from a renewed Warranty Period. The remaining Warranty Period, if any, shall continue to apply to the repaired or replacement Goods.
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 earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.2(e) to clause 13.2(g); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier's agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product 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 supply the Services to the Customer in accordance with the Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. The Supplier shall not be liable for any delay in providing the Services that is caused by: (a) a Force Majeure Event; (b) the Customer's failure to provide the Supplier with adequate instructions or information relevant to the supply of the Services; or (c) any other act or omission of the Customer, or breach of the Contract by the Customer.
7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. CUSTOMER'S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) 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;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) 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;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises 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; and
(i) comply with any additional obligations as set out in the Quotation, Order Confirmation and Specification.
8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall 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 in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) 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 as set out in this clause 8.2; and
(c) 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.
9. CHARGES AND PAYMENT
9.1 The Customer will pay the Charges in consideration for the provision of the Goods and/or Services. The Charges for Goods and Services shall be:
(a) as set out in the Quotation, or the Supplier’s Order Confirmation, as the case may be; and
(b) exclusive of all costs and charges of packaging and transport of the Goods, which shall be invoiced to the Customer at same time as any Charges relating to the Goods.
9.2 The Supplier reserves the right to:
(a) increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of performing the Contract to the Supplier that is due to:
(i) any Force Majeure Event or any increases in taxes, duties, labour, materials, manufacturing, raw material and/or other supply costs;
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods or Services ordered, or the Specification; or
(iii) any act or omission of the Customer, including any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.
9.3 The Order for the Goods may require an advance payment by the Customer of a non-refundable deposit (Deposit). The Supplier shall notify the Customer in the Quotation if a Deposit is payable by the Customer. The Deposit shall be at a percentage rate to be determined at the Supplier’s sole discretion, as stated in the Quotation. The Supplier shall invoice the Customer for the Deposit within three Business Days of the date of the Order. If the Deposit is not paid in full in cleared funds within three Business Days of the date of the invoice, the Supplier may cancel the Contract in accordance with clause 13.2(a).
9.4 The Supplier shall invoice the Customer for the Charges (less the Deposit) at any time before on or after delivery of the Goods and/or Services.
9.5 Save in respect of invoice raised under clause 9.3, the Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days from the end of the month of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
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). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, 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 or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in the Goods (including the Specification) and in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
10.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
10.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
11. DATA PROTECTION
11.1 In this clause:
(a) controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures shall have the meaning given in the Data Protection Legislation; and
(b) Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018) and regulations made thereunder, the UK GDPR (as defined in the DPA 2018), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
11.3 The parties acknowledge that for the purposes of the Data Protection Legislation, if and to the extent that the Supplier processes personal data on behalf of the Customer, the Customer is the controller and the Supplier is the processor. The scope and purpose of processing by the Supplier is for the performance of the Contract. The nature of the processing includes collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means). The types of data and categories of data subject are contact and identification information of the personnel of the Customer. The duration of the processing is the duration of the Contract.
11.4 Without prejudice to the generality of clause 11.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
11.5 Without prejudice to the generality of clause 11.2, the Supplier shall, in relation to any personal data processed on behalf of the Customer in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the terms of this Contract and/or the reasonable documented written instructions of the Customer unless the Supplier is required by Data Protection Legislation to otherwise process that personal data;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
(d) not transfer any personal data outside of the UK unless the transfer is in accordance with the Data Protection Legislation:
(e) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a personal data breach;
(g) following the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by applicable law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and allow for audits by the Customer or the Customer’s designated auditor on not less than 3 weeks prior written notice and during normal business hours.
11.6 The Customer consents to the Supplier appointing each of the Supplier’s subcontractors as a third-party processor of personal data under the Contract.
12. LIMITATION OF LIABILITY
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) defective products under the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
12.3 Subject to clause 12.2, the Supplier's total liability to the Customer howsoever arising shall not exceed an amount equal to 125% of the value of the Order in respect of which a claim arises, as stated in the Order Confirmation.
12.4 Subject to clause 12.2, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings, revenue or business opportunities;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
12.5 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6 This clause 12 shall survive termination of the Contract.
13. TERMINATION
13.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract for convenience by giving the Customer not less than 14 days’ written notice.
13.2 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(c) the Customer repeatedly breaches any of the terms of the Contract in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);
(e) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(f) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(g) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
13.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2(e) to clause 13.2(g), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables or Goods 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.
13.5 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
13.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
14. CONFIDENTIALITY
14.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
14.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15. FORCE MAJEURE
15.1 Force Majeure Event means any circumstance not within the Supplier's reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts;
(h) non-performance by suppliers or subcontractors; and
(i) interruption or failure of utility service.
15.2 If the Supplier is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event, the Supplier shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.3 If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 3 months, the Customer may terminate this agreement by giving not less than 30 days’ written notice to the Supplier.
16. GENERAL
16.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
16.2 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email.
(b) Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours (being the period from 9.00 am to 5.00 pm on any Business Day) in the place of receipt, when business hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
16.4 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
16.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
16.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
16.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or it