TERMS AND CONDITIONS OF SALE SONA SHADES LTD
1. Application of Terms and Conditions
1.1. The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation / accepted order which shall be subject to these Terms and Conditions; and
1.2. The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“ Business Day”||means any day other than a Saturday, Sunday or bank holiday;|
|“ Commencement Date”||means the commencement date for the Contract as set out in the
quotation / accepted order.
|“ Confidential Information”||means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
|“ Contract”||means the contract for the purchase and sale of the Goods and
supply of the Services under these Terms and Conditions;
|“ Contract Price”||means the price stated in the Contract payable for the Goods and Services;|
|“ Customer”||means the person who accepts a quotation or offer of the Supplier
for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
|“ Delivery Date”||means the date on which the Goods are to be delivered as
stipulated in the Customer’s order and accepted by the Supplier;
|“ Goods”||means the goods (including any instalment of the goods or any parts
for them) which the Supplier is to supply in accordance with these Terms and Conditions;
|“ Month”||means a calendar month;|
|“ Services”||means the Services to be provided to the Customer as set out in
the quotation / accepted order; and
|“Supplier”||means SONA SHADES LTD a company registered in England under 12405458 of Reedham House, 31 King Street West, Manchester M3 2PJ and includes all employees and agents of SONA SHADES LTD|
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any communication
effected by electronic or facsimile transmission or similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
3.3.1 the Supplier’s written acceptance;
3.3.2 delivery of the Goods;
3.3.3 provision of the Services; or
3.3.4 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3.5 Where the Goods and./or Services are to be supplied outside the UK it is for the Customer to check the local legal requirements and pay all customs, import duties and any withholding taxes/sales taxes and import/export control legislation in relation to import of the Goods and supply of the Services into the country concerned. For sales abroad the work the Supplier will undertake under clause 12 if the Goods or Services breach this Agreement is limited to replacement Goods supply and only provided the Customer bears the transport costs.
4. The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
4.2 The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier. The Supplier does not guarantee the Goods nor Services are fully compliant with all their descriptions.
4.4 The Supplier does not supply flame retardant fabrics or materials in the Goods unless expressly requested by the Customer and all Customers should ensure they take their own fire precautions at their premises.
4.5 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.6 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.
5. The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation / accepted order.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the quotation / accepted order.
5.3 The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, with respect both to Goods and Services, but time will not be of the essence in the performance of such obligations.
6.1 The price of the Goods and Services shall be determined by the Supplier at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods the price quoted shall be valid for 14 days only or such lesser time as the Supplier may specify.
6.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
6.4 Except as otherwise stated under the terms of any quotation / accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier’s charges for packaging and transport.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier. The price does not include incidental costs of installation such as cost of scaffolding or access where this is needed for blinds installation (which either the Customer shall arrange and for which the Customer shall pay or the Supplier shall arrange and charge the Customer) and cost of power at the installation site, where applicable. The Supplier shall bear its own transport and other equipment costs unless otherwise agreed with the Customer.
7.1 The Supplier’s invoice is due when stated on the invoice. The payment date may be before supply of any Goods or Service either being a full payment in advance or a deposit in advance with full payment on completion again as stated on the invoice. Where a Customer has been offered credit terms the invoice date is the date of despatch of the Goods (not date of delivery) and the invoice is due within the time stated on the invoice after or during the performance of the Services or supply of Goods. We may invoice some customers monthly for work which may take some time to perform. Where payment has not been made in advance, payment is due once the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods and the payment date on the invoice has passed.
7.2 The Customer shall pay the price of the Goods less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off. Unless otherwise stated on the invoice payment is due within 30 days of the date of the Supplier’s invoice. Where payment in advance is required, payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
7.4 The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the quotation / accepted order or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
8.4 With effect from the Commencement Date the Supplier shall, in consideration of the price
being paid in accordance with these Terms and Conditions and the quotation / accepted order provide the Services expressly identified in the quotation / accepted order.
9. Non- Delivery of Goods and Services and Termination
9.1 If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault the Supplier shall have no liability in respect of such late delivery.
9.2 The Supplier may terminate the Contract without cause at any time including any work involving Services such as installation provided it notifies the Customer in writing and returns any sums paid in advance for Services or Goods not yet supplied.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
10.1.1 in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
10.1.2 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
10.1.3 in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
10.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
10.6 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.
10.7 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
10.7.1 the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
10.7.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
10.7.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.7.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
11.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
12. Defective Goods
12.1 Where the Customer receives what may be defective Goods it is required first to refer to the instructions sent with the Goods, to consult the Supplier’s website and/or contact a member of the Supplier’s customer services team (firstname.lastname@example.org) to help identify the cause of the problem. If this does not resolve the issue where the Customer is of the view the Goods have a defect in components or manufacturing it should contact the Supplier’s customer services team for instructions on the returns process a further described below. If on delivery it appears to the Customer that any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 5 Business Days of such delivery ( the Customer having taken the steps above such as considering instructions that came with the Goods without resolving the issue), the Supplier shall at its option:
12.1.1 repair or replace the defective Goods (costs and labour costs only being borne by the Supplier) within 21 Business Days of receiving the Customer’s notice; or
12.1.2 refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above. Further, for motorised blinds only those blinds are guaranteed for 24 months from the date of purchase. For other blinds and other Goods and defects will be addressed as set out in this clause 12 within a 12 month period from the date of the Contract. Where the Supplier replaces the Goods they will be replaced with an equivalent or identical product. The obligations in this clause 12 do not include the cost of dismantling and refitting Goods nor replacement of consumables such as batteries.
The Customer is hereby notified that the Goods are not made of fire-retardant fabric or materials.
For supplies of Goods and Services abroad clause 3.5 above also applies.
12.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion, the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer. Only where the Goods breach these terms and conditions (or applicable consumer law for consumer sales) will the Supplier refund the Customer’s return costs for the Goods. Goods are returned to the Supplier at the Customer’s own risk and Customer should return Goods by secure means with tracking/proof of purchase and where appropriate insurance. The Supplier has the right where Goods are returned but no response is received within a reasonable time by the Customer or other instructions nor payment, where one is requested for a return is received from the Customer, to destroy the Products where there is no response from the Customer for a 30-day period.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, the circumstances set out in clause 12.8 below, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.4 Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
12.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.
12.7 No statutory rights are affected by this clause. Any goods or services which are not customised which are bought on line or other telephone or distance method where bought by a consumer (not a business) come with a statutory 14 day right to reject the Goods or Services provided the consumer Customer has not agreed to the work starting immediately.
12.8 Notwithstanding any other provision of these terms(but subject always to clause 14.6) in no circumstances shall the Supplier be responsible for any defect or have any warranty or other obligation where the Goods have been used for any other purpose than that for which the Supplier has advised the Customer is their purpose and if installation, use or maintenance instructions including manufacturers’ guidance and instructions for the Goods or Services have been disregarded by the Customer and in particular where the Customer has connected the Goods to an unsuitable power source, installation on or connection to an unsuitable product, connected the Goods to devices that do not comply with regulations or standards issued for such Goods or where the Goods are not installed proficiently by a qualified installer or have not been operated or fitted in a safe and responsible manner, operation of the Goods by children, fitting externally or in wet or moist environments, where the Goods are connected to devices which do not comply with our standards, where they are subject to unauthorised opening of or modification or to components of the Goods or where damage to the Goods results from negligence, theft or loss of the Goods or where the Goods are fitted to an opening skylight / window system or where fabrics which are fitted to Goods which make up part of an opening skylight / window system nor is Supplier liable for any damage caused by a natural disaster e.g. shock, fire, lightning, flood, gales or any event beyond Supplier control as provided in clause 17 below (Force Majeure).
12.9 Where the Customer in ordering or enquiring about Goods or Services provides the Supplier with incorrect sizes or information or orders the wrong Goods or Services the Supplier is not liable for any failure of the Goods or Services caused by that error and the Customer shall not be entitled to refund in such a case except at the discretion of the Supplier.
12.10 All safety instructions including those supplied with blinds must be kept safely and read carefully before use. Where the Customer resells the Goods and/or installs them for its own customer it must ensure all instructions relating to the Goods are left with the customer and ultimate user of the Goods and all warning/safety notices are left on the Goods and their packaging, must ensure all supplementary safety devices are securely fitted, must show such customer how the Goods and accompanying safety devices work and must not interfere with nor change cord or chain lengths on blinds (which have maximum lengths for safety reasons). If the Customer or ultimate user/Customer’s customer removes the warning tags or child and other safety devices or alters the Goods and this causes injury, damage or death, the Supplier excludes all liability arising from that to the fullest extent permitted by law. Any Customer reselling the Goods shall ensure that the same provisions as this clause 12.10 are included in its contract with its customer.
13. Customer’s Default
13.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
13.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
13.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
13.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above Bank of England’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
13.2 This condition applies if:
13.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
13.2.2 the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
13.2.4 the Customer ceases, or threatens to cease, to carry on business; or
13.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
13.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel/terminate the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
14.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
14.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
14.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
14.6.1 for death or personal injury caused by the Supplier’s negligence;
14.6.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
14.6.3 for fraud or fraudulent misrepresentation.
14.7 Subject to the remaining provisions of this Clause 14:
14.7.1 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
14.7.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
15. Confidentiality and Data Protection and IP
15.1 Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and without time limit after it ends:
15.1.1 keep confidential all Confidential Information;
15.1.2 not disclose any Confidential Information to any other person;
15.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
15.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
15.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses
15.1.1 to 15.1.4 above.
15.2 Either Party may:
15.2.1 disclose any Confidential Information to:
184.108.40.206 any sub-contractor or supplier of that Party;
220.127.116.11 any governmental or other authority or regulatory body; or
18.104.22.168 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 22.214.171.124 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
15.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
15.3 The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
15.4 The Customer shall comply with any reasonable data protection policy notified to it by the Supplier and shall handle all personal data in accordance with all relevant data protection laws including the Data Protection Act 2018 and UK GDPR. The Customer shall not send any personal data to the Supplier which is it not entitled under such data laws to send to the Supplier.
15.5 The Supplier shall own all intellectual property rights in the Goods and in any Manual or other documents supplied and any copyright, design right or other intellectual property rights it produces in performing the Services. The Customer shall not register any such IP rights, company name or website address over the Supplier’s products, Supplier’s product or company names or other materials.
15.6 The Supplier may use the Customer’s name on its website in stating it has provided Services and/or Goods to the Customer.
15.7 The Supplier shall be entitled to take imagery/photographs of the Goods including any Good customised to the Customer’s requirements and Goods when installed at the Customer’s or its customer’s premises when work is on-going or on completion, for marketing purposes and shall own the copyright and all other intellectual property rights in such photographs, provided that at all times the Supplier shall ensure such photographs do not include any person or personal items
16.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given:
16.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
16.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
16.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
16.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
16.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, disease, pandemic, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions
or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
20. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Law and Jurisdiction
21.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Standard Terms and Conditions of Sale September 2022 Version 5