Terms & Conditions of purchase (goods & Services)
Updated: June 2022
1. definitions & Interpration
1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
“Business Day” any day other than a Saturday or Sunday or a public or bank holiday in England or Wales.
“Company” Rich Products, Andover Business Park.
“Company Materials” all materials, equipment and tools, drawings, specifications and data supplied by the Company to the Seller.
“Confidential Information” all information in respect of the business of the Company including, but not limited to, know-how or other matters connected with the Goods and/or Services, and information concerning the Company’s relationships with actual or potential clients, customers or suppliers and the needs and requirements of the Company and of such persons and any other information which, if disclosed, will be liable to cause harm to the Company.
“Contract” any contract between the Company and the Seller for the sale and purchase of the Goods formed in accordance with Condition 2.
Delivery Date” the date specified in the Order.
“Delivery Location” the address for delivery of the Goods and/or for the performance of the Services as set out in the Order.
“Deliverables” all documents, products and materials developed by the Seller or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
“Force Majeure” any cause preventing the Company from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of the Company including, without limitation, strikes, lockouts or other industrial disputes (whether involving the work force of the Company or otherwise), protest, act of God, war, national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood or storm, epidemic or default of suppliers or subcontractors.
“Goods” any goods which the Seller supplies to the Company (including any of them or any part of them) under a Contract.
“Intellectual Property Rights” all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions
“Mandatory Policies” The Company’s business policies and codes as amended by notification by the Seller from time to time.
“Order” the Company’s order for the Goods and/or Services, as set out in the Company’s purchase order form.
“Seller” the person(s), firm or company from whom the Company orders the Goods and/or Services.
“Services” the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Specification.
“Specification” in relation to any Goods, the technical specifications of those Goods; all ingredient lists and health and safety requirements; all preparatory, design and development materials which relate to the Goods; all information of any description which explains how the Goods are to be stored and/or packaged, and in relation to any Services, the description or specification for Services agreed in writing by the Company and the Seller.
“Terms and Conditions” the standard terms and conditions of purchase set out in this document, as amended from time to time in accordance with Condition 2.4.
1.2 The headings in these Terms and Conditions are for convenience only and will not affect their construction or interpretation. 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. 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. A reference to writing or written includes emails.
2.1 Subject to any variation in accordance with these Terms and Conditions, the Contract will be upon these Terms and Conditions to the exclusion of all other terms and conditions, including any terms or conditions which the Seller purports to apply under any acknowledgement or confirmation of order, quotation, Specification, delivery note, invoice or similar document, whether or not such document is referred to in the Contract.
2.2 Each quotation for the Goods and/or Services from the Seller will be deemed to be an offer by the Seller to sell the Goods and/or Services upon these Terms and Conditions. All quotations provided by the Seller, including the price provision, will remain open for 90 days from its date. The Contract is only formed when a written acceptance of the quotation in the form of an Order or in any other written form is served by the Company on the Seller. No contract will exist prior to service of such notice of acceptance.
2.3 Delivery of the Goods (as described in Condition 6.4), and/or performance of the Services (as described in Condition 4) will be deemed conclusive evidence of the Seller’s acceptance of these Terms and Conditions.
2.4 Save as set out in the Contract, these Terms and Conditions (including any special terms and conditions agreed between the parties) may only be varied or amended in writing and signed by a duly authorised representative of the Company.
In no event shall rich be liable for any special, indirect or consequential damages or damages of any kind resulting from your use of or access to the information or software contained at this web site. The above limitation may not apply to you to the extent that applicable law may not allow the limitation of liability for incidental or consequential damages. In any event, Rich’s total liability to you for all losses, damages and causes of action, whether the damages are claimed under the terms of a contract, or claimed to be caused by negligence or other wrongful conduct, or claimed under any other legal theory, will not be greater than the amount you paid to access this web site.
3. the goods & the compliance
3.1 The quantity and description of the Goods will be as set out in the Order and/or in any applicable Specification supplied or advised by the Seller before the Order.
3.2 The Seller shall ensure that the Goods: (a) correspond with their description and any applicable Specification; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller by the Company expressly or by implication, and in this respect the Company relies on the Seller’s skill and judgement; (c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery, or such shorter period applicable to the shelf-life of the relevant Goods (as the case may be); and (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.3 The Seller will, and will procure that its officers, employees, agents, approved sub-contractors and any other persons who perform obligations under or in connection with this Contract: (a) comply with all applicable laws, standards, regulations and/or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and shall provide written details of such compliance upon the request of the Company; and (b) comply with the Mandatory Policies.
3.4 The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.5 The Company (and any customer of the Company who may use the Goods subsequently in its own products) will have the right to inspect and test the Goods at any time prior to delivery and to inspect the premises from which the Goods are provided. The Seller will not unreasonably refuse any request by the Company (or any third party permitted by this Condition 3.5) to carry out such inspection and testing and will provide the Company or such other third party with all facilities reasonably required.
3.6 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with the Contract, the Seller will take all steps necessary to ensure compliance. Without prejudice to any other rights of the Company under the Contract, any failure of this obligation by the Seller will be deemed a material breach which is not capable of remedy entitling the Company to terminate the Contract under Condition 12.1(a).
3.7 For the avoidance of doubt, the Company may conduct further inspections and tests after the Seller has carried out its remedial actions.
3.8 Notwithstanding any such inspection or testing, the Seller will remain fully responsible for the Goods and any such inspection or testing will not diminish or otherwise affect the Seller’s obligations under the Contract.
3.9 The Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract and the Company will be entitled to the remedies specified in Condition 7. Any breach of this Condition is deemed a material breach which is not capable of remedy under Condition 12.1(a).
3.10 The Company may at any time make changes in writing relating to the Order, including changes in the drawings or Specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increase or decrease in the cost of, or the time required for performance of the Contract an equitable adjustment will be made to the price, delivery schedule or both. Any such claim or adjustment must be approved by the Company in writing before the Seller proceeds with such changes.
3.11 The Seller will maintain and observe quality control and supplier quality assurance standards in accordance with the requirements of the Company (including those of its customers), relevant British Standards and statutory and regulatory bodies. Failure to comply with such standards shall enable the Company to terminate the whole, or any unfulfilled part of any Contract at any time without further liability to the Seller, other than to pay for any Goods which the Company has received and which it does not reject pursuant to any provision of these Terms and Conditions.
3.12 The Seller will maintain detailed quality control and manufacturing records for the period of at least 12 years from the date of supply of Goods.
3.13 In the event that any Goods are either not delivered to the Company, or are returned to the Seller for whatever reason, and such Goods are manufactured, packaged or labelled in such a manner as to identify them in any way with the Company, or a customer of the Company, the Seller shall not under any circumstances, dispose of such Goods to a third party without the prior written consent of the Company. Any specific instructions given by the Company in respect of such disposal shall be strictly adhered to by the Seller and in any event, all references to the Company’s (or customer of the Company’s) name, address, trade marks and any other indications of the Company’s (or customer of the Company’s) identity shall be totally removed by the Seller prior to disposal so that no such reference remains which might lead any third party to associate the Goods with the Company (or any customer of the Company).
4. the supply of the market
4.1 The Seller shall from the date set out in the Order or such other date as the Company notifies to the Seller, and for the duration of the Contract supply the Services to the Company in accordance with the terms of the Contract.
4.2 The Seller shall meet any performance dates for the Services specified in the Order or that the Company notifies to the Seller.
4.3 In providing the Services, the Seller shall: (a) co-operate with the Company in all matters relating to the Services, and comply with all instructions of the Company; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Seller’s industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with the Contract; (d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Company expressly or impliedly makes known to the Seller; (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; (f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design; (g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services; (h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and with the Mandatory Policies; (i) observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises; (j) hold all Company Materials in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; (k) not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Seller acknowledges that the Company may rely or act on the Services; (l) comply with any additional obligations as set out in the Specification.
4.4 The Company shall: (a) provide the Seller with reasonable access at reasonable times to the Company’s premises for the purpose of providing the Services; and (b) provide such necessary information for the provision of the Services as the Seller may reasonably request.
5. price and payment
5.1 The price for the Goods and/or Services will be the price stated in the Order, or if no price is quoted, the price set out in the Seller’s published price list in force as at the date the Contract came into existence and, unless otherwise stated in that Order, will be: (a) inclusive of all charges, costs and expenses including, but not limited to, packaging material, packing, shipping, loading, carriage, insurance and delivery of the Goods to the Delivery Location and any duties, imposts, levies or taxes including value added tax; and (b) fixed for the duration of the Contract or for such longer period that may be agreed by the parties in writing.
5.2 No variation in the price nor extra charges or expenses can be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Company. No expenses shall be payable unless the Company has pre-approved in writing such expenses.
5.3 In respect of the Goods, the Seller shall invoice the Company for the Goods within 30 days of delivery. In respect of Services, the Seller shall invoice the Company on completion of the Services. Each invoice must be a valid VAT invoice and quote the number of the Order. Payment is due in sterling within 30 days of receipt by the Company of such valid invoice.
5.4 Payment shall be made to the bank account set out in the Order.
5.5 Without prejudice to any other right or remedy, the Company will be entitled but not obliged at any time or times without notice to the Seller to set off any liability of the Seller to the Company against any liability of the Company to the Seller (in either case however arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency).
6.1 The Seller may not deliver the Goods by separate instalments unless agreed in writing by the Company. If the Company does agree, the Contract will be construed as a separate Contract in respect of each instalment or stage, and without prejudice to any other right or remedy, the Company will have the right, but not the obligation, to: (a) treat all the Contracts for the total Order as repudiated if the Seller fails to deliver or perform any instalment or stage; and (b) reject any or all of the instalments for the total Order if the Company is entitled to reject any one instalment.
6.2 The Goods will be delivered, carriage paid, to the Delivery Location. The Company will off-load the Goods.
6.3 The Goods will be delivered during the Company’s normal office hours on the Delivery Date stated on the Purchase Order.
6.4 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
6.5 The Seller will ensure that: (a) the Goods are marked in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition; (b) each delivery is accompanied by a prominently displayed delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered; and (c) the Company is supplied on delivery of the Goods with all information as may be necessary for their proper use, maintenance and storage for the Company to accept delivery of the Goods.
6.6 No Goods supplied under the Contract earlier than the date for delivery or performance, will be accepted or paid for unless the Company notifies the Seller in writing of its intention to accept and pay for the same.
6.7 Without prejudice to the Company’s other rights under the Contract, if the Goods are delivered to the Company: (a) in excess of the quantities ordered, the Company will not be bound to pay for the excess and such excess will be and remain at the Seller’s risk and be returnable at the Seller’s expense. In the event that the Seller does not arrange for the additional Goods to be returned within 14 days of the date of delivery, the Company shall be entitled to retain the additional Goods, at no cost to the Company; (b) so that the same represents less than 95% of the quantity ordered, the Company may reject the Goods.
6.8 Where Condition 6.7 applies, and if and only if the Company accepts the relevant delivery, a pro-rata adjustment shall be made to the invoice for the Goods.
6.9 The Company will not be deemed to have accepted the Goods until it has had 14 days to inspect them following delivery. The Company will also have the right to reject the Goods as though they had not been accepted after any latent defect in the Goods has become apparent. The Company’s rights under this Condition 6.9 are without prejudice to the Company’s rights under Condition 11.2 which are not affected by any acceptance of the Goods by the Company.
7.1 If the Goods and/or Services are not delivered on the Delivery Date, , or do not comply with the undertakings set out in Condition 3.2 and/or 4.3, or otherwise in accordance with the Contract, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Company may exercise any one or more of the following remedies: (a) to terminate the Contract; (b) to reject the Goods (in whole or in part) and return them to the Seller at the Seller’s own risk and expense; (c) to require the Seller to repair or replace the rejected Goods, to re-perform the Services, or to provide a full refund of the price of the rejected Goods and/or Services (if paid); (d) to refuse to accept any subsequent delivery of the Goods and/or to accept any subsequent performance of the Services which the Seller attempts to make; (e) to recover from the Seller any costs incurred by the Company in obtaining substitute goods and/or services from a third party; and (f) to claim damages for any other costs, loss or expenses incurred by the Company which are in any way attributable to the Seller’s failure to carry out its obligations under the Contract.
7.2 If the Goods are not delivered on the Delivery Date the Company may, at its option, claim or deduct a sum equal to the actual costs incurred by the Company as a result of the relevant delay in the Delivery Date, which shall include, without limitation transport and labour costs. If the Company exercises its rights under this Condition 7.2, it shall not be entitled to any of the remedies set out in Condition 7.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).
7.3 These Conditions shall apply to any replacement Goods and/or Services supplied by the Seller.
7.4 The Company’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
8. title and risk
8.1 Risk in and title and ownership of the Goods will pass to the Company on completion of delivery, unless the Company has paid for any Goods in advance, in such instances title in the Goods on the date payment for the same was made.
9. INTELLECTUAL PROPERTY
9.1 The Company authorises the Seller to use the Intellectual Property Rights of the Company, including without limitation the Company Materials, for the purposes only of exercising its rights and performing its obligations under the Contract. The Seller will have no other rights whatsoever in respect of the Intellectual Property Rights of the Company, and the Company Materials are the exclusive property of the Company.
9.2 The Seller grants to the Company ,or shall procure the direct grant to the Company of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Customer Materials) for the purpose of receiving and using the Services and the Deliverables.
9.3 The Seller warrants that neither the Goods, nor their use, resale or importation, infringes any patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any third party worldwide except to the extent that any infringements arise from any Specifications, drawings, samples or descriptions provided by the Company.
9.4 If the Seller makes or discovers any discovery, invention, secret, process or improvement pursuant to a Contract, then the Seller will make full disclosure to the Company and the said discovery, invention, process or improvement and any and all Intellectual Property Rights therein shall belong to and be the absolute property of the Company and the Seller will do all such things necessary or desirable to vest such Intellectual Property Rights in the Company absolutely.
9.5 All drawings, designs, data, documents, models, proto types, logos and other tradenames or trademarks, domain names or similar and any other materials produced by the Seller pursuant to a Contract in whatever medium held or recorded and the copyright and/or design right and/or other rights therein and thereto shall belong to the Company absolutely. The Seller hereby irrevocably and unconditionally waives any and all moral rights (if any) conferred on it by virtue of the Copyright Designs and Patents Act 1988 in any work arising from the provision of the Goods.
10. LIABILITY & INDEMNITY
10.1 The Seller will indemnify, keep indemnified and hold harmless the Company from and against all costs (including the cost of enforcement), expenses, liabilities (including any tax liability) injuries, direct, indirect loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims (including without limitation any claims made against the Company by any of its customers), demands, proceedings or legal costs (on a full indemnity basis) and judgements which the Company incurs or suffers: (a) as a consequence of a direct or indirect breach or negligent performance by the Seller or failure or delay in performance of the terms of the Contract; (b) as a result of or in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, and/or the use of the Services to the extent that the same is attributable to the acts or omissions of the Seller, its employees, agents or sub-contractors; (c) any regulatory fine or penalty arising out of or in connection with the provision of the Goods and/or performance of the Services except to the extent such fine or penalty arises as a result of the negligence, fraud, wilful misconduct or wrongful act of the Company, its affiliates or its or their respective officers, directors, partnership, shareholders, employees or agents; (d) any claim made against the Company by a third party for default, personal injury or damage to property arising out of or in connection with defects in the Goods and/or Services, to the extent that the defects in the Goods and/or Services are attributable to the acts or omissions of the Seller, its employees, agents or subcontractors.
10.2 The Seller shall hold and maintain in force during the Contract and for a period of ten years thereafter (or such period as the Company shall reasonably require from time to time) product liability and professional negligence insurance policies with an indemnity limit of £10,000,000 (or such other sum as the Company may from time to time reasonably require) to cover its liabilities to the Company under these Terms and Conditions. The Company shall be entitled to inspect such policies at any time on reasonable notice and shall be supplied with the current premium receipt from time to time on demand.
10.3 Nothing in this Agreement limits or excludes a party’s liability for: (a) death or personal injury arising out of negligence; (b) fraud, fraudulent misrepresentation, criminal acts or the tort of deceit; or (c) where such a limitation or exclusion would be contrary to law.
11. CONTAMINATION & PRODUCT RECALLS
11.1 In the event that any Goods supplied by the Seller (whether or not such Goods have been supplied to the Company) are discovered to have been contaminated whether deliberately or accidentally prior to delivery by the Seller, the Company shall be entitled, without further liability to the Seller: (a) to suspend delivery of; and/or (b) to terminate any Contract for; and/or (c) to require the Seller to collect at its own risk and expense any stocks already held by the Company of any Goods so contaminated and/or any Goods of the same description as those so contaminated and/or any other Goods supplied by the Seller the resale of which the Company, in its absolute discretion, considers is or will be commercially unviable as a result of the contamination and the Company shall be released from any obligation which has already arisen to pay for, and shall be entitled to a full refund of any sums already remitted in payment for, any such goods.
11.2 For the purpose of Condition 11.1, Goods will be deemed to be contaminated where they contain any substance or possess any quality or attribute which, in the Company’s opinion, is actually or potentially harmful to consumers or renders re-sale of the Goods commercially unviable or where a claim by any person that the goods have been interfered with becomes public knowledge.
11.3 The Company shall have sole discretion over whether and under what circumstances to: (a) notify UK or overseas regulators; (b) undertake recalls; (c) take any other steps in relation to the Goods supplied to protect the safety of consumers.
11.4 The Seller at its own expense must: (a) immediately notify the Company should the Seller take the view that there is an issue that may require any of the actions identified at Condition 11.3, or if there is any suspicion that there may be a quality or safety issue regarding any Goods; (b) cooperate with the Company in relation to any recall or other action taken to protect the safety of consumers, including by providing all relevant information; and (c) subject to Condition 11.5 below, pay the costs arising from any of the actions identified at Condition 11.3.
11.5 In the event that a recall is necessary for reasons in addition to the fault or negligence of Seller or its agents, then the Seller and the Company shall be responsible for a proportionate share of such costs, to be agreed between the parties.
12.1 The Company may by written notice served on the Seller terminate the Contract (or any unfulfilled part thereof) immediately if the Seller: (a) is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Seller fails to remedy such breach within 7 days’ service of a written notice from the Company, specifying the breach and requiring it to be remedied. Failure to deliver Goods on the due date in accordance with Condition 6.2 is a material breach of the terms of the Contract which is not capable of remedy; (b) the Supplier 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), 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 Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his 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]; (d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (e) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 The termination of the Contact howsoever arising is without prejudice to the rights, duties and liabilities of either the Seller or the Company accrued prior to termination and the conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
12.3 The Company may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Seller written notice, whereupon the Seller shall discontinue all work on the Contract. The Company shall pay the Seller fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
12.4 The Seller shall immediately deliver to the Company all Deliverables whether or not then complete,and return all Company Materials. If the Seller fails to do so, then the Company may enter the Seller’s premises and take possession of them. Until they have been returned or delivered, the Seller shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.1 The Seller will keep confidential any and all Confidential Information that it may acquire.
12.2 The Seller will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Seller will ensure that its officers and employees comply with the provisions of this Condition 12.
12.3 The obligations on the Seller set out in Conditions 12.1 and 12.2 will not apply to any information which: (a) is publicly available or becomes publicly available through no act or omission of the Seller; or (b) the Seller is required to disclose by order of a court or regulatory body of competent jurisdiction.
14.1 Each right or remedy of the Company under any Contract is without prejudice to any other right or remedy of the Company under this or any other Contract.
14.2 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from that Contract and will be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
14.3 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
14.4 The Company may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Contract.
The Contract is personal to the Seller who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent.
14.5 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
14.6 The Contract and the Specification contain all the terms which the Company and the Seller have agreed in relation to the Goods and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods. The Seller acknowledges that it has not relied upon any warranty, representation, statement or understanding made or given by or on behalf of the Company which is not set out in the Contract or Specification. Nothing in this Condition 14.9 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
15.1 Subject to the conditions relating to orders in Condition 2, any notice, demand or communication in connection with the Contract will be in writing and may be delivered by hand, first class post or facsimile, addressed to the recipient at its registered office (or such other address the recipient has notified in writing to the sender in accordance with this Condition 15, to be received by the sender not less than seven Business Days before the notice is despatched).
15.2 The notice, demand or communication will be deemed to have been duly served: (a) if delivered by hand, at the time of delivery; (b) if delivered by first class post, 48 hours after being posted (excluding days other than Business Days); provided that, where in the case of delivery by hand, such delivery occurs either after 4.00 pm on a Business Day, or on a day other than a Business Day, service will be deemed to occur at 9.00 am on the next following Business Day.
15.3 For the avoidance of doubt, where proceedings have been issued in the Courts of England and Wales, the provisions of the Civil Procedure Rules must be complied with in respect of the service of documents in connection with those proceedings.
16. FORCE MAJEURE
16.1 Neither party shall be liable or responsible to the other party, nor be deemed have breached this Agreement, for any failure or delay in performing or completing any obligation under this Agreement, when such failure or delay is caused by or results from an event that is beyond such party’s (the “Impacted Party”) reasonable control including, without limitation, the following events (the “Force Majeure Events”): (i) acts of God (but excluding normal weather conditions such as rain or snow), flood, fire, earthquake, blizzard; (ii) explosion, war, invasion, hostilities (whether or not war is declared), terrorist threats (including general threats) or acts, riot, other civil unrest; (iii) government order or action, eminent domain, condemnation of property, changes in laws or regulations; (iv) organized labor activities or disturbances such as strikes; (v) shortages of power, supplies, infrastructure, or transportation; (vi) emergencies (whether global, national, regional, or local); and (vii) pandemic, epidemic, or quarantines. The Impacted Party shall, as soon as reasonably practicable, give notice of the Force Majeure Event to the other party stating the period of time the Force Majeure Event is expected to last.
17. GOVERNING LAW & JURISDICTION
17.1 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.
17.2 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.