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Trade Account Terms & Conditions

THESE TERMS AND CONDITION DO NOT APPLY TO CONSUMERS.  A CONSUMER IS AN INDIVIDUAL ACTING FOR PURPOSES WHICH ARE WHOLLY OR MAINLY OUTSIDE THAT INDIVIDUAL’S TRADE, BUSINESS, CRAFT OR PROFESSION.

The customer's attention is drawn in particular to the provisions of clause 11.

 

1.               Interpretation

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.

                    Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

                    Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.4.

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

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

                    Delivery Location: has the meaning given in clause 4.3.

                    Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

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

                    Order: the Customer's order for the Goods, as set out in the Customer's purchase order form.

                    Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. 

                    Supplier: Bradfords Buildings Supplies (registered in England and Wales with company number 00278994).

                    Website: means the website www.bradfords.co.uk  and any sub-domain(s) of the Website.

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            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. 

2.2            The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3            The Order 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.

2.4            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            Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures 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.

2.6            A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

3.               Goods

3.1            The Goods are described in the Supplier's catalogue or Website as modified by any applicable Specification.

3.2            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 reasonable 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.

3.3            The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

3.4            The Supplier will normally give prior warning of the withdrawal of a product or product line but shall not be under any legal obligation to do so. The Supplier cannot guarantee continuity of supply of any particular product or product line.

3.5            The provision of samples for analysis by the Customer, or inspection of samples by the Customer, shall not render any sale a sale by sample.

3.6            No guarantee, or warranty, is given that Goods will correspond exactly to the description or sample. The use of a description or sample shall not constitute the contract a sale by description and/or sample.

3.7            The Supplier gives no condition or warranty that the Goods are fit for any particular purpose for which the Customer may require them. The Customer must satisfy itself before ordering the goods that the goods are fit and suitable for the purpose for which the customer requires them.

3.8            The Customer shall be responsible for ensuring that all statutory, government or local authority regulations are complied with in relation to the use of any Goods purchased from the Customer. The Customer shall ensure that all instructions, handbooks, notices and warnings issued with the Goods are properly understood and complied with at all times by all persons using the Goods or working within close proximity to them.

4.               Delivery

4.1            In the event that the Customer uses the “Click or Collect” service in respect of Goods marked as available for collection on the Website, then clause 5 of these Conditions shall apply in respect of those Goods and for the avoidance of doubt the balance of this clause 4 shall not apply.

4.2            In the event the Goods are to be delivered (rather than collected) the Supplier shall ensure that: 

(a)         each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable),  and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 

(b)         if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. 

4.3            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.

4.4            Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.5            Where Goods are delivered:

(a)         the Supplier’s obligation is limited to delivery as near to the Delivery Location site as a safe, hard road permits;

(b)         the Customer shall ensure that the Delivery Location is safe and accessible for the delivery of Goods;

(c)         the Customer shall comply with all applicable health and safety regulations, codes, and standards related to the delivery of Goods, that they are notified of by the Supplier, or that the Customer otherwise is aware of or obliged to comply with, and the Customer shall indemnify and hold harmless the Supplier and their employees, agents, supplier and contractors from any claims, damages, or expenses arising from the Customer’s failure to comply with the health and safety requirements related to the delivery of Goods;

(d)         the Customer shall take any necessary precautions to ensure the safety of the delivery personnel, such as warning of any potential hazards, and Customer shall give clear instructions and guidance to the delivery personnel on any specific safety hazards or conditions that might affect their safety, such as restricted access areas, overhead obstacles, or hazardous materials;

(e)         the Customer must provide, free of charge, reasonable assistance in unloading and stacking;

(f)          in the case of banded bricks or blocks palletised loads of cement or any other goods requiring mechanical assistance in unloading: (a) the Customer must make available on site, free of charge, cranes or fork lift trucks or other mechanical means of suitable design to unload the goods; and (b) if, as a result of a lack of mechanical assistance, the Supplier's driver returns without unloading, or is detained on site, the Supplier reserves the right to make an extra charge;

(g)         the Customer must advise the Supplier of any local traffic regulations, which may affect or restrict delivery and have any necessary assistance available to enable unloading to take place at the agreed time.

4.6            For reason of health and safety and to avoid any property damage, Goods will be delivered to a location that is as near to the site at the Delivery Location as a safe hard road permits, and so this will normally be to the nearest kerb side off the main road. The Customer must therefore make its own arrangement at its own risk if the relevant Goods need to be transported from the place they are delivered to by the Supplier.

4.7            In the event the Customers requests a delivery that is off a made road, the delivery personnel may refuse to make the delivery to that location and the Customer will be required to sign an indemnity under which the Customer will agree to be responsible for any damage to the delivery vehicles or any property arising from the delivery to that location and any resulting financial losses to either the Supplier or the third party suppliers undertaking the delivery. The terms of that indemnity shall be incorporated into this these Conditions and form part of the Contract.

4.8            Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.9            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.

4.10        If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a)         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; 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).

4.11        If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.12        If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them.

4.13        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. 

4.14        Where marked or invoiced as returnable, charges for crates, cases or packing will be refunded if they are returned to the Supplier carriage paid clean in good condition within 28 days of delivery.

4.15        Where Goods are sold packed the extent of packing and/or protection necessary will be at the discretion of the Supplier. Any special packing stipulated by the Customer will be charged to the Customer’s account. Any Goods sent unpacked at the Customer’s request will be at the risk of the Customer.

5.               Click and Collect

5.1            The “Click & Collect” service is available on all Goods marked as such on the Supplier’s Website.

5.2            Before the Customer places an order, the Customer will need to select the store from which they would like to collect the Goods. If the Goods are in stock at the relevant store and after the Supplier receives the Customer’s Order and has processed the Customer’s payment, the Supplier will:

(a)         for orders of small Goods, aim to have the Goods ready for collection within 30 minutes;

(b)         for orders of large Goods, aim to have the order ready for collection within one hour

5.3            If any Goods are not in stock on the day of ordering, the Supplier will contact the Customer to let the Customer know when the Goods become available. Goods are available for collection during Business Hours.

5.4            As set out in clause 5.2, collection of the Goods within 30 minutes to one hour only applies to orders that have been placed during Business Hours of the relevant store where collection will take place. Orders made outside of Business Hours will be available for collection in the relevant store during Business Hours the following working day. Collection times are approximate, and time shall not be of the essence in respect of any obligation of the Supplier to make Goods available for collection by a particular time, following an order by the Customer on Click and Collect.

5.5            The Customer will receive an email order of confirmation once the Customer’s order has been placed notifying the Customer of the order number. A second email and an SMS (if a mobile number has been provided at the time of ordering) will be sent to confirm the Customer’s order is ready for collection.

5.6            If the Customer has not collected its order within 48 hours of receiving confirmation of their order being ready to collect, the Customer will be contacted by a member of staff from the store where collection is due to take place. Orders not collected within 5 working days will result in the Goods being re-allocated and the Customer will be contacted to arrange a full refund.

5.7            When collecting an order, the Supplier will need to see a copy of the order confirmation email (printed or electronic) and a valid form of ID, for example driving licence, passport, debit card or credit card. Please note that orders will not be released to courier companies or third parties who are unable to provide the correct information needed to verify them.

5.8            If the Customer would like their order to be collected by someone else on their behalf, they will need to bring photographic ID and the order confirmation email (printed or electronic). The branch will take down the vehicle registration and a copy of their ID will be taken as proof of collection before the Goods are released.

5.9            For the purposes of these Conditions, the time the Goods are collected by the Customer (or on behalf of the Customer) shall be treated as the time of delivery.

6.               Quality

6.1            The Supplier warrants that on delivery the Goods shall:

(a)         conform in all material respects with their description and any applicable Specification; and

(b)         be free from material defects in design, material and workmanship.

6.2            Subject to clause 6.3, if:

(a)         the Customer gives notice in writing to the Supplier within a reasonable time of discovery (which in any event shall be no later than 10 days from Delivery or collection, as applicable) that some or all of the Goods do not comply with the warranty set out in clause 6.1; 

(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.

6.3            The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:

(a)         the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;

(b)         the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 

(c)         the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; 

(d)         there are any minor additions or defects which do not materially affect the use of the Goods;

(e)         the Customer alters or repairs such Goods without the written consent of the Supplier; 

(f)          the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(g)         the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(h)         the Supplier makes adaptations to the Goods due to technical developments.

6.4            Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.5            The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.6            These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7.               Countermands and Returns

7.1            The Supplier cannot accept returns or countermands of Goods obtained or made, or to be obtained or made, specially to the Customer’s requirements.

7.2            The Supplier shall be under no obligation to accept the return of Goods in good order and condition, but if the Suppliers agrees to do so, the Supplier reserves the right to make a handling charge of 20% of the invoice price.

7.3            The drivers undertaking any deliveries have instructions not to accept the return of Goods without written authority. Goods returned without the prior written approval of the Supplier may, at the Supplier’s absolute discretion, be returned to the Customer or stored at the Customer’s cost, without limiting any other remedy the Supplier may have.

7.4            The Supplier shall be under no obligation to accept countermands and cannot agree to do so in the case of Goods ready for dispatch or in the process of manufacture.

7.5            The Supplier shall be under no obligation to issue a credit note for Goods and cannot agree to do so unless proof of purchase can be made.

8.               Title and risk

8.1            The risk in the Goods shall pass to the Customer on completion of delivery or collection (as applicable).

8.2            Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment.

8.3            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 from the date of delivery;

(d)         notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d); 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.

8.4            At any time before title to the Goods passes to the Customer, the Supplier may 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, the Supplier may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

9.               Price and payment

9.1            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.

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

(a)         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);

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

(c)         any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 

9.3            The price of the Goods: 

(a)         excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)         excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

9.4            The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. 

9.5            The Customer shall pay each invoice submitted by the Supplier:

(a)         by the final day 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            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, 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 9.6 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%.

9.7            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.            Installation and Fitting

10.1        Where the Supplier has agreed to effect any installation, fitting or maintenance of Goods supplied by the Supplier:

(a)         the Customer must, at its own expense, provide suitable access to its premises and to the Goods and other equipment to which the Goods are to be fitted, suitable protection for the Goods at all times after delivery, adequate lighting and power and all other facilities which the Supplier may reasonably require;

(b)         if for any reason installation, fitting or maintenance cannot be commenced at the time of delivery at the agreed time, the costs incurred by the Supplier as a result, including storage, unloading, and attendance of the Supplier’s employees and otherwise, is to be payable by the Customer on demand;

(c)         the Supplier shall use all reasonable endeavours to meet any performance dates for the installation as agreed between the Supplier and the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the installation.

(d)         the Supplier warrants to the Customer that the installation will be provided using reasonable care and skill.

(e)         the Supplier reserves the right to amend any particulars of an order for installation and fitting if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the installation, and the Supplier shall notify the Customer in any such event.

11.            Limitation of liability

11.1        The Supplier has obtained insurance cover in respect of certain aspect of its own legal liability for individual claims not exceeding £10,000,000 (ten million pounds sterling) per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

11.2        References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3        Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a)         death or personal injury caused by negligence;

(b)         fraud or fraudulent mis-representation; 

(c)         breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d)         defective products under the Consumer Protection Act 1987. 

11.4        Subject to clause 11.3, the Supplier's total liability to the Customer shall not exceed £10,000,000 (ten million pounds sterling).

11.5        Subject to clause 11.3, the following types of loss are wholly excluded:

(a)         loss of profits;

(b)         loss of sales or business;

(c)         loss of agreements or contracts;

(d)         loss of anticipated savings;

(e)         loss of use or corruption of software, data or information;

(f)          loss of or damage to goodwill; and

(g)         indirect or consequential loss.

11.6        Subject to clause 11.3, the Supplier shall not be liable to the Customer for:-

(a)         shortages in quantity delivered, unless the Customer notifies the Supplier in writing within three days of receipt of the Goods that there is a shortage and the extent of the shortage;

(b)         damage to or loss of Goods or part of a consignment in transit (where the goods are carried by the Supplier’s own transport or by a carrier on the Supplier’s behalf), unless the Customer notifies the Supplier and the carrier (if any) in writing of any claim within ten days of receiving the Goods or the scheduled date of delivery if earlier;

(c)         defects in the Goods caused by any act, neglect or default of the customer or any third party;

(d)         defects in the Goods if the Customer is unable to produce on request satisfactory proof of purchase of the Goods from the Supplier;

(e)         defects in the Goods which would have been apparent on inspection or testing before incorporation into building works and the Customer did not make such inspection or tests;

(f)          defects in the Goods to the extent that the manufacturer of the Goods has limited its liability and such limitation has been advertised or announced in trade literature or may otherwise be deemed to be known to the Customer.

11.7        This clause 11 shall survive termination of the Contract.

12.            Termination 

12.1        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 commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 

(b)         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; 

(c)         the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)         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.

12.2        Without limiting its other rights or remedies, the Supplier may suspend provision of the 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 12.1(b) to clause 12.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.3        Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

12.4        On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods 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.

12.5        Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.6        Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13.            Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.

14.            General

14.1        Assignment and other dealings.

(a)         The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)         The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

14.2        Confidentiality.

(a)         The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Supplier or the Goods (including any know how, designs, drawings relating to the Goods to the development of the Goods), except as permitted by clause 14.2(b).

(b)         Each party may disclose the other party's confidential information:

(i)           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

(ii)         as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3        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 shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.4        Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.5        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 shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

14.6        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 of the Contract is deemed deleted under this clause 14.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.7        Notices.

(a)         Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)           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)

(b)         Any notice shall be deemed to have been received:

(i)           if delivered by hand, at the time the notice is left at the proper address;

(ii)         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

(iii)        if sent by email, at the time of transmission, or, if this time falls outside Business Hours 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.

14.8        Third party rights. 

(a)         Unless it expressly states otherwise, 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.

(b)         The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.9        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.

14.10     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 its subject matter or formation