Terms & Conditions

  • DEFINED TERMS
    • In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 19.6.

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

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made yes thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications). The terms controller, personal data and processing shall be as defined in the Data Protection Legislation.

Force Majeure Event: has the meaning given in clause 18.

Goods: the goods (or any part of them) set out in the Order.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off 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 Goods and/or the Services, being the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s quotation as the case may be.

Manufacturer’s Warranty: has the meaning given in clause 8.1.

Services: the services (if any) supplied by the Supplier to the Customer being services relating to the delivery, maintenance, testing, commissioning or calibration of the Goods and any other services agreed by the Supplier and Customer or set out in the Specification.

Specification: any specification for the Goods and/or the Services (including any related plans and drawings) that is provided by the Supplier to the Customer in writing or agreed in writing by the Customer and the Supplier.

Supplier:  Rockall Safety Ltd, Unit 8, Lambourne Crescent, Cardiff Business Park, Llanishen Cardiff.  CF14 5GF

  • In these Conditions, the following rules of interpretation apply:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors or permitted assigns.
  3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  4. Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

  1. A reference to writing or writing excludes faxes but not e-mails.

 

  • BASIS OF CONTRACT
    • 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.
    • Any Order submitted by the Customer constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
    • Any Order submitted by the Customer shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. In the case of a quotation which is open for acceptance, the Contract shall come into existence when the Customer notifies the Supplier that it has accepted the quotation, in the form and within the timescales stated in the quotation.
    • 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.
    • Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier catalogues, website or brochures are produced for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract or have any contractual force.
    • A quotation for the Goods and/or Services given by the Supplier shall not constitute an offer unless it is expressly stated to be one. Prices stated on a quotation shall only be valid for a period of 30 Business Days from its date of issue unless stated otherwise on the quotation.
  • SUPPLY OF GOODS
    • The Goods are described in the Supplier catalogue (whether on the website or otherwise, as modified by any applicable Specification).
    • 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 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 Specification. This clause 3.2 shall survive termination of the Contract.
    • The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
  • SUPPLY OF SERVICES
    • The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
    • The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order or any quotation provided in accordance with clause 2.3 (if applicable), but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    • 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.
    • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  • Cancellations
    • The Customer may submit a written request to the Supplier to cancel an Order for Goods and/or Services.
    • The Supplier reserves the sole right to accept or reject the cancellation request.
    • Goods:
      • If the cancellation request is received by the Supplier before the Goods are delivered and the Supplier accepts the cancellation:
        • the Supplier shall be entitled to deduct from any payments received from the Customer all reasonable costs incurred by the Supplier up to the date of cancellation (including, but not limited to, any restocking fee). After making all deductions, the remaining balance will be refunded to the Customer within [30] days of the date the Supplier accepted the cancellation; or
        • if the Customer has not yet made a payment to the Supplier, such costs shall be payable by the Customer upon receipt of an invoice issued in accordance with clause 10.
      • If the cancellation request is received by the Supplier after the Goods have been delivered and the Supplier accepts the cancellation:
        • the Customer shall be liable for all reasonable costs incurred by the Supplier up to the date of cancellation (including, but not limited to, any restocking fee) and the provisions of clause 5.3.1 shall apply;
        • unless otherwise agreed in writing between the parties, the Customer shall be responsible for returning the Goods to the Supplier, at the Customer’s expense; and
        • the Supplier will only accept the cancellation if the Goods are returned unused, in their original packaging and with all certificate(s) and document(s).
      • This cancellation right does not apply to any Orders for bespoke Goods.
    • Services:
      • If the cancellation request is received by the Supplier before the Services are completed and the Supplier accepts the cancellation:
        • the Supplier shall be entitled to deduct from any payments received from the Customer all reasonable costs incurred by the Supplier up to the date of cancellation. After making all deductions, the remaining balance will be refunded to the Customer within [30] days of the date the Supplier accepted the cancellation; or
        • if the Customer has not yet made a payment to the Supplier, such costs shall be payable by the Customer upon receipt of an invoice issued in accordance with clause 10.
      • The Customer shall not be entitled to cancel any Order for Services after the Services have been completed.
    • CUSTOMER’S OBLIGATIONS
      • The Customer shall:
  1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s property, premises, platforms, office accommodation and other facilities as reasonably required by the Supplier to provide the Goods and/or the Services;
  4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Goods and/or the Services, and ensure that such information is accurate in all material respects;
  5. prepare the Customer’s property, premises, platforms, office accommodation and other facilities for the supply of the Goods and/or Services;
  6. obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start, and/or the Goods are to be delivered;
  7. ensure that neither it nor any of its employee’s agents or representatives use the Goods otherwise than in accordance with the Supplier’s (or the relevant manufacturer’s) instructions; and
  8. keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s property or 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.
    • 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):
  9. the Supplier shall without limiting its other rights or remedies have the right to suspend the performance of the Services and/or provision of Goods 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;
  10. 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 6.2; and
  11. 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.
  • DELIVERY OF GOODS
    • The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the despatch, relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    • Delivery shall take place on the occurrence of either of the following, to be agreed in writing between the Parties:
      • the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location); or
      • the Customer shall collect the Goods from the Supplier’s premises at 8 Lambourne Crescent, Cardiff Business Park, Cardiff, CF14 5GF or such other location as may be agreed with the Customer before collection (Collection Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.
    • Delivery of the Goods shall be completed on the completion of the unloading of the Goods at the Delivery Location or loading of the Goods at the Collection Location (as applicable).
    • Any dates quoted for delivery of 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.
    • 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 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.
    • If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready (or attempting to deliver them as the case may be), then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready (or attempted delivery); and
      2. the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    • 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 taken or accepted 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.
    • The Supplier may deliver the Goods in 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.
  • Manufacturer’s warranty
    • The Goods are sold subject to any applicable manufacturer’s warranty (“Manufacturer’s Warranty”). The warranties will be provided by the third-party manufacturer and accordingly, the Supplier accepts no liability whatsoever for any breach of the Manufacturer’s Warranty.
    • The Supplier shall use its reasonable endeavours to assist the Customer in obtaining any warranty service or repair to which the Customer may be entitled to under the Manufacturer’s Warranty.
    • The Customer shall comply with all terms and conditions of the Manufacturer’s Warranty to be eligible for warranty service or repair.
    • The sole remedy for any defect in the Goods shall be as set out in the Manufacturer’s Warranty.
  • TITLE TO GOODS AND RISK
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • Title to the Goods shall not pass to the Customer until the earlier of:
      1. the Supplier has received payment in full (in cash or cleared funds) for the Goods any other goods and/or services that the Supplier has supplied to the Customer in respect of which payment has become due; and
      2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      1. hold the Goods on a fiduciary basis for the Supplier;
      2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      5. notify the Supplier immediately if it becomes subject to any of the events listed in clause 15.1; and

 

  1. give the Supplier such information relating to the Goods as the Supplier may require from time to time,
  • Subject to clause 5, the Customer may resell the Goods before ownership has passed to it solely on the following conditions:
    1. any sale shall be effected in the ordinary course of the Customer business at full market value with the consent of the Supplier;
    2. any such sale shall be a sale of the Supplier’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale; and
    3. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
  • Subject to the generality of clause 4, in the event of a sale or disposal of the Goods or any part thereof by the Customer prior to the payment in full of the price, the Customer shall be and is hereby appointed trustee in respect of the proceeds of such sale or otherwise thereof, including insurance proceeds and shall keep such proceeds separate from any monies or property of the Customer and third parties holding the same in a fiduciary capacity for the Supplier and accounting to the Supplier therefor.
  • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 15.1, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that 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.
  • PRICE AND PAYMENT FOR THE SUPPLY OF GOODS
    • The price of the Goods 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 in force as at the date of delivery.
    • The Supplier may, by giving notice to the Customer at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
    • Unless stated otherwise in writing by the Supplier the price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
    • Unless stated otherwise in writing by the Supplier the price of the Goods is exclusive of amounts in respect of value added tax (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 Goods.
    • Where the Customer has an account with the Supplier it shall pay invoices in respect of Goods in full and in cleared funds within 30 days of the date of the invoice. Where the Customer does not have any account with the Supplier, payment for the Goods shall be made in full prior to despatch of the Goods. Payment shall be made to the bank account nominated in writing by the Supplier or by such other means as may be permitted by the Supplier in writing. Time of payment is of the essence.
    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above 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%. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    • 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 in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  • CHARGES AND PAYMENT FOR THE SUPPLY OF SERVICES
    • The charges for the Services shall be set out in the Order.
    • Any additional Services shall be subject to an additional charge which shall be on a time and materials basis:
      1. the charges shall be calculated in accordance with the Supplier’s standard daily fee rates;
      2. The supplier’s standard daily fee rates for each individual are calculated on the basis of an eight-hour day;
      3. the Supplier shall be entitled to charge an overtime rate over and above the standard daily fee rate on a pro-rata basis, for each part day or for any time worked by individuals whom it engages on the Services outside of normal working hours or in excess of the hours referred to in clause 11.2(b); and
      4. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
    • The Supplier reserves the right to increase its standard daily fee rates and if it does so shall provide reasonable notice to the Customer of such increase.
    • The Supplier shall invoice the Customer within a reasonable time of the Services being provided unless agreed otherwise with the Customer.
    • The Customer shall pay each invoice submitted by the Supplier in respect of Services:
      1. within 30 Business Days of the date of the invoice unless the Supplier or the invoice states otherwise; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier or by such other means as the Supplier may agree, and time for payment shall be of the essence of the Contract.
    • The terms of clauses 10.4 to 10.7 shall apply to invoices presented to the Customer by the Supplier in relation to Services under Clause 11.4.
  • CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 12 shall survive termination of the Contract.

  • Intellectual Property
    • All Intellectual Property Rights 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.
    • 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.
  • Data Protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    • The parties have determined that, for the purposes of the Data Protection Legislation, the Supplier shall act as controller of any personal data of the Customer which the Supplier processes in connection with this Contract.
    • By entering into this Contract, the Customer consents to all actions taken by the Supplier in connection with the processing of any personal data, provided these are in compliance with the then-current version of the Supplier’s privacy policy available at https://www.rockallsafety.co.uk/privacy-policy/ (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Contract, the Privacy Policy will take precedence.
  • Termination
    • Without affecting any other right or remedy available to it, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party 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;
  2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  3. the other party’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.
  4. the other party fails to pay any amount due under the Contract on the due date for payment; or
  5. there is a change of control of the other party.
    • 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 becomes subject to any of the events listed in Clause 15.1.
  • Consequences of Termination
    • On termination of the Contract:
  1. 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;
  2. the Customer shall return all of the Supplier Materials and any 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 safekeeping and will not use them for any purpose not connected with this Contract.
    • Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.
    • Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  • LIMITATION OF LIABILITY
    • Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
      4. defective products under the Consumer Protection Act 1987; or
      5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    • Subject to clauses 17.1 and 17.3, the Supplier’s total liability to the Customer shall not exceed the total amount of charges payable by the Customer under the Contract.
    • Subject to clause 1:
  1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, delict, tort (including negligence), breach of statutory duty, or otherwise, for any:
    • loss of profit;
    • loss of sales or business;
    • loss of agreements or contracts;
    • loss of anticipated savings;
    • loss of use or corruption of software, data or information;
    • loss of or damage to goodwill; and
    • any indirect or consequential loss

arising under or in connection with the Contract; and

  1. the Supplier shall have no liability to the extent that any loss, cost or damage is attributable to any Specification or anything else supplied by the Customer; and the Supplier’s liability shall be excused if at the time of any claim there is any payment under the Contract outstanding by the Customer; and
  2. the Supplier’s liability shall be excused where the defect causing the Customer’s loss, damage or expense is attributable to any defect in any part or materials supplied by a third party (but the Supplier shall grant the Customer such rights as it has against that third party).
  • Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, the collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

  • General
    • Assignment and subcontracting.
      1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      2. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or e-mail (to such email address as notified by one party to the other in writing from time to time).
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 19.2(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission,
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
      1. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
      2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    • A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.
    • Third-party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
    • Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
    • Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.