These terms will prevail over any terms issued by the Customer. Any terms issued by the Customer shall not form part of the
contract between the Supplier and the Customer’s purported acceptance of an offer on the Customer’s terms shall constitute an
offer to the Supplier.
The Customer’s attention is particularly drawn to the provisions of clause 6.
1. BASIS OF CONTRACT
1.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
1.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on
which date the Contract shall come into existence (Commencement Date).
1.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement,
promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
1.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or
descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving
an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any
contractual force.
1.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which
are implied by trade, custom, practice or course of dealing.
1.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of
issue.
1.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
Where Goods are provided the terms in Schedule 2 shall have effect in addition to these terms. Where Services are provided the terms
in Schedule 3 shall have effect. Where both Goods and Services are provided both Schedule 2 and 3 shall have effect.
2. CUSTOMER’S OBLIGATIONS
2.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate and
supplied in a timely manner;
(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 to supply the Services, and
ensure that such information is 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) keep and maintain 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
2.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the
Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the
Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its
obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(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 2.2; 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.
3. CHARGES AND PAYMENT
3.1 The price for 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 as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the
Goods, which shall be paid by the Customer when it pays for the Goods.
3.2 The charges for Services shall be on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier’s standard daily fee rates, as set out in the Order.
(b) the Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am
to 5.00 pm worked on Business Days;
(c) the Supplier shall be entitled to charge an additional overtime rate of 50% per cent of 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 the hours referred to in
clause 3.2(b), unless a different rate is agreed at the order process; and
(d) 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.
3.3 The Supplier reserves the right to:
(a) increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than
once in any 12 month period. The Supplier will give the Customer written notice of any such increase 1 months before the
proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 1
week of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to
terminate the Contract by giving 4 weeks’ written notice to the Customer; and
(b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost
of the Goods to the Supplier that is due to:
(I) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and
increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods
Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the
Supplier adequate or accurate information or instructions in respect of the Goods.
3.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery.
3.5 In respect of Services, the Supplier shall invoice the Customer on monthly in arrears.
3.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within the number of days as set out on the relevant Order of the date of the invoice; 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.
3.7 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 at the same time as payment is due for the supply of the Services or Goods.
3.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer
shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank’s base rate from time to time.
Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after
judgment. The Customer shall pay the interest together with the overdue amount.
3.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as
required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against
any amount payable by the Supplier to the Customer.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier unless agreed
otherwise in the Service Specification.
4.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods or Services, the Customer’s use
of any such Intellectual Property Rights is conditional on the Customer obtaining a written licence from the relevant licensor on such
terms as will entitle the Customer to use such rights.
4.3 All Supplier Materials are the exclusive property of the Supplier.
4.4 Supplier shall provide the Third-Party Software to the Customer under the standard licence terms provided by the relevant third parties,
copies of which shall be provided to the Customer, and the Customer agrees to be bound to the relevant third parties by such licence
terms.
4.5 The Customer acknowledges that the only warranties in relation to the Third-Party Software, or the supply thereof, are those contained
in the licence from the third-party supplier(s) of the same, and that to the extent that any of such warranties are given to the Supplier,
it will pass on the benefit of such warranties to the Customer.
5. 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, its products and services which the receiving party
may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to
know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and
subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose
such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of
competent jurisdiction. This clause 5 shall survive termination of the Contract.
6. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
6.2 Subject to clause 6.1:
(a) The Supplier shall be entitled to repair or replace the Goods (or part in question) free of charge or, at the Supplier’s sole
discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), with no further liability to the
customer.
(b) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection
with the Contract ; and
(c) the Supplier’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the paid-up
Charges for the relevant goods or services rendered.
6.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of
Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6.4 This clause 6 shall survive termination of the Contract.
7. TERMINATION
7.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the
other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to
remedy that breach within 14 days after receipt of notice in writing to do so;
(b) the other party experiences an Insolvency Event;
(c) the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to
adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(d) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of
managing his own affairs or becomes a patient under any mental health legislation.
7.2 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 this Contract on the due date for payment.
7.3 Without limiting its other rights or remedies, 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 this
Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 7.1(b) to clause 7.1(l), or
the Supplier reasonably believes that the Customer is about to become subject to any of them.
7.4 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect
of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be
payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables 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;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in
respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
8. FORCE MAJEURE
8.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not
limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a
utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers
or subcontractors.
8.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a
result of a Force Majeure Event.
8.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the
Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice
to the Customer.
9. GENERAL
9.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its
rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any
third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over
or deal in any other manner with all or any of its rights or obligations under the Contract.
9.2 Notices.
(a) Any notice or other communication given to a party under or in connection with this 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
or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address
referred to in clause 9.2(a); 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; 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.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to
the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision
or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause
shall not affect the validity and enforce ability of the rest of the Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and
enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of
any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture
between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority
to act as agent for, or to bind, the other party in any way.
9.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
9.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and
conditions shall be effective unless it is agreed in writing and signed by the Supplier.
9.8 Governing law. This agreement 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.
9.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute
or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or
claims).
Schedule 1 – INTERPRETATION
Definitions
In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 1.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 9.7.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Deliverables: the deliverables set out in the Order.
Force Majeure Event: has the meaning given to it in clause 8.1.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that are agreed in writing by the Customer and the
Supplier in the form of an agreed Purchase Order, Quote Invoice or as agreed between the partied in writing.
Insolvency Event: means that party: suspending, or threatens to suspend, payment of its debts or being unable to pay its debts as they fall due;
commencing negotiations with all or any of its creditors with a view to rescheduling any of its debts; having notice for or in connection with their
winding up; having a creditor or encumbrancer take possession of, or a distress, execution, sequestration or other such process being levied or
enforced on or sued against, the whole or any part of its assets and such attachment or process not being discharged within 14 days; having an
application made to court, or an order made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or
if an administrator is appointed over them; having a holder of a qualifying charge over its assets becoming entitled to appoint or appointing an
administrative receiver; having a person become entitled to appoint a receiver over their assets or a receiver being appointed; any equivalent event
occurring in any jurisdiction; and/or suspending, threatening to suspend, ceasing or threatening to cease to carry on, all or substantially the whole of
their business.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in
get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential
information (including know-how), 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 set out in the Customer’s Purchase Order Form, or the Customer’s written
acceptance of the Supplier’s quotation, Service Specification, as the case may be or as amended as agreed in writing.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: UX Global Limited registered in England and Wales with company number 01768800.
Supplier Materials: has the meaning set out in clause 2.1(g).
Supplier software: any software, code or similar developed by the Supplier as part of delivering the Services under this agreement.
Third-Party Software: the software programs proprietary to third parties that form part of the Goods and/or Services provided to the Customer
without modification.
Construction
In these Conditions, the following rules apply:
(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 or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory 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;
(d) 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; and
(e) a reference to writing or written includes e-mails.
Schedule 2 – SUPPLY OF GOODS
9. GOODS
9.10 The Goods are described in the Purchase Order.
9.11 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
9.12 Where hardware is provided as part of the order then this will be invoiced in full upon the order being processed and delivery shall
not be due until such charges are paid in full.
10. DELIVERY OF GOODS
10.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and
Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable),
special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods
remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery
note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall
reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
10.2 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.
10.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
10.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall
not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the
Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
10.5 If the Customer postpones or fails to accept or take delivery of the Goods within 10 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 by the Supplier’s
failure to comply with its obligations under the Contract in respect of the Goods the Supplier shall store the Goods until delivery takes
place, and charge the Customer for all related costs and expenses (including insurance).
10.6 If 5 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not 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.
10.7 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.
10.8 The Suppler may at any time withhold delivery of the goods to the Customer pending payment of any sum due from the Customer to
the Suppler under any other contract.
10.9 Where delivery is combined with Services that are subject to the readiness of the site to receive the specified items, should the site be
unprepared this does not constitute a failure by the Supplier to complete the delivery. Any rescheduled works resulting from this
occurring will result in additional charges to the Customer for the works incurred to facilitate the new arrangement for delivery and
install.
11. QUALITY OF GOODS
11.1 The Supplier warrants that on delivery and for a period of:
(a) 12 months in respect of Goods manufactured by the Supplier; and
(b) All third party good, IT or Audio Visual based hardware supplied will be subject to the manufacturer’s warranty provided.
Subject to 3.1© of this schedule, from the date of delivery (warranty period), the Goods shall:
(I) conform with their description and any applicable Goods Specification;
(ii) be free from material defects in design, material and workmanship;
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(iv) be fit for any purpose held out by the Supplier.
11.2 Subject to clause 3.3 of the main agreement, if:
(a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the
Goods do not comply with the warranty set out in clause 3.1 of the main agreement;
(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.
11.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 3.1 of the main agreement if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 3.2 of this Schedule;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or
regulatory standards;
(g) the defect arises as a result of wilful damage or negligence; or
(h) the Goods have not been paid for as of the date of payment set out in the Order.
11.4 Except as provided in this clause 3, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with
the warranty set out in clause 3.1 of this schedule.
11.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 3.2 of this
schedule.
12. TITLE AND RISK
12.1 The risk in the Goods shall pass to the Customer on completion of delivery.
12.2 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
and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title
to the Goods shall pass at the time of payment of all such sums.
12.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(b) 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;
(c) notify the Supplier immediately if it becomes subject to any of the events listed in clause 7.1(b) to clause 7.1(l) of the main
agreement; and
(d) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
12.4 The Supplier may recover goods in respect of which title has not passed to the Customer at any time and the Customer hereby
irrevocably authorises the company, its officers, employees and agents to enter upon any premises of the Customer for the purpose of
repossessing any Goods in respect of which title has not passed to the Customer.
13. CANCELLATION
13.1 No order which has been accepted by the Supplier may be cancelled by the Customer except with the Supplier’s agreement in
writing subject to the following cancellation changes being paid to the Supplier by the Customer.
(a) Goods solely manufactured, produced and supplied by the Supplier
Cancellation within: Cancellation Charge:
1 week of accepted 25% of Good’s price
2 weeks of accepted 50% of Good’s price
4 weeks of accepted 75% of Good’s price
(b) Goods distributed by the Supplier
Cancellation within: Cancellation Charge:
1 week of accepted 15% of Good’s price
2 weeks of accepted 25% of Good’s price
4 weeks of accepted 50% of Good’s price
Where full manufacture of the Goods has taken place, the Customer will be required to pay the full Goods price.
14. PRODUCT LIABILITY
14.1 In circumstances where the Supplier supplies goods to the Customer for incorporation with, or use ancillary to, any composite products
to be produced, manufactured, processed or supplied by the Customer then:-
(a) The Customer shall indemnify, reimburse and compensate the Supplier for all losses and damages (including costs, expenses and
charges for legal actions in which the Supplier may be involved) that the Supplier may incur in the event that any claim or claims
are made against the Supplier in relation to the said composite product or products of the Customer or other goods supplied by
the Supplier in circumstances in which the Goods supplied by the Supplier where either:
(I) not the defective part of the said composite product; or
(ii) were only rendered the defective part or became a defective product by reason of actions or omissions of the Customer; or
(iii) Were only rendered the defective part or became a defective product by reason of instructions or warnings given by the
Customer or another supplier of the said composite product or products.
14.2 The Customer shall pass on its customers (where appropriate) all instructions, information and warnings supplied to it by the Supplier
with the Goods.
14.3 In circumstances where the Customer supplies product or stock to the Supplier for incorporation or inclusion into the Goods, it is the
responsibility of the Customer to arrange insurance for loss, theft or other damage to the product or stock whilst in the custody or
control or the Supplier.
14.4 The Supplier shall not be liable for any costs that are incurred during their installation that are not recoverable through the Supplier’s
charge for Services.
15. LICENSES AND CONSENTS
All consents, approvals or other licenses, permissions or authorities required by any legislation or regulation whether in the United Kingdom or
elsewhere shall be the sole responsibility of the Customer who shall bear full responsibility in respect of any failure to obtain the same unless the
Contract shall specifically provide otherwise. Any order made by the Customer shall constitute a warranty and representation by the Customer that it
has obtained every necessary consent, approval, license, permit or authority that may be required in connection with the Goods and their supply to
the Customer.
Schedule 3 – SUPPLY OF SERVICES
SUPPLY OF SERVICES
1. The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
2. The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such
dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. 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.
4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5. If delivery of the Services is delayed at the request of the customer, or because of the Customer’s acts or omissions, the delivery date
shall be amended to take account of such delay. If the Supplier can demonstrate that the delay has resulted in an increase in and/or
wasted cost to the Supplier of carrying out its obligations under this agreement, the Supplier may, at its sole discretion, notify the
Customer that it wishes to increase the Price by an amount not exceeding any such demonstrable cost. The Supplier may invoice the
Customer for any additional monies that become payable in this way, within 30 days of demonstrating the increase in costs.
6. The Supplier warrants and represents that the:
(a) Supplier Software, at the date of delivery, and for three months after that date, will perform in accordance with the Service
Specification; and
(b) Services (not being Supplier Software), at the date of delivery, and for twelve months after that date, will perform in accordance
with the Service Specification.
The sole remedy for breach of the warranty under this Clause 6 shall be correction of defects by the Supplier within a reasonable time
from notification by the Customer of the defect that constitutes such breach.
7. Any unauthorised modifications or use of the Supplier Software or Services by, or on behalf of, the Customer shall render the
Supplier’s warranties and obligations under this agreement null and void.
