Terms and conditions

Deliverables

1 Definitions
1.1 Customer' means the person who buys or agrees to buy the goods from the Company.
1.2 Conditions' means the terms and conditions of sale set out in this document and any
special terms and conditions agreed in writing by the Company 1.3 Goods' means the [article or articles] products or services which the Customer agrees to
buy from the Company. 1.4 'Price' means the price for the goods excluding carriage, packing, insurance and VAT
1.5 'The Company' means Electronic Metering Equipment & Control Limited, Unit 1 Oakside
Park Industrial Estate, East Road, Sleaford, Lincolnshire NG34 7EQ 1.6 'Contract' means any contract made between the parties that incorporates the
Conditions.
2 Conditions Applicable
2.1 These conditions shall apply to all contracts for the sale of goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply and any purchase order confirmation of order or similar document.
2.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of the invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3 Examination of Goods
3.1 It is the responsibility of the Customer to examine the goods immediately upon delivery
3.2 The Company will accept no responsibility for shortage, loss or damage unless:
3.2.1 Any shortage or damages is noted on the delivery sheet AND;
3.2.2 All carrier's conditions have been complied with in full by the Customer or consignee
AND;
3.2.3 A clear signature has been given on the delivery sheet and/or notification in writing of any damage or shortage is sent to the Company and also to any carriers immediately
AND/OR
3.2.4 Notification in writing of non-delivery is sent to the Company within 14 days of this invoice. The quantity of any consignment of goods as recorded by the Company upon dispatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary
4 Delivery
4.1 The Company will use all reasonable endeavors to adhere to any time stated for delivery but any dates quoted for delivery are approximate only the Company shall not be liable for any delay is delivery of the goods however caused.
4.2 The Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of goods (eves if caused by the Company's negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless the delay exceeds 30 days.
4.3 Terms and conditions for delivery are only applicable in the UK. For delivery outside the UK please contact The Company's export department.
4.4 Unless otherwise agreed delivery of the goods shall take place at the Customer's place of business.
4.5 Where the Company makes delivery of the goods to the Customer's place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at the Company's option, be borne by the Customer
4.6 If/or any reason the Customer does not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered, risk passing to the Customer (including for loss or damage caused by the Company's negligence) and the
Company may;
4.6.1 store the goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance); or
4.6.2 sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Customer for any shortfall below the Contract price.
4.7 The Company reserves the right to deliver in installments and any failure to deliver one installment will not entitle the Customer to terminate the Contract.
5 The Price and Payments
5.1 The Price for the goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery. The price is exclusive of VAT
5.2 Standard payment terms are 30 days end of month of invoice unless agreed otherwise in writing.
5.3 The Company reserves the right to charge interest at 3% pa over Bank of England base rate on any overdue account.
5.4 The Company reserves the right by giving notice to the Customer before delivery, to increase the price of the goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (Such as, without limitation, any foreign exchange fluctuations, currency regulation, alteration of duties, significant increases in the costs of labour materials or other costs of manufacture) any changes in delivery dates, quantities or specifications for the goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure by the Customer to give the company adequate information or instructions.
6 Retention of Title
Until full payment of the monies due by the Customer to the Company:-
6.1 The title in the Goods will not pass to the Customer but the risk in the Goods shall be borne by the Customer from the date of the delivery by the Company, it's servants, agents or otherwise to the Customer AND;
6.2 The Customer shall (at its own expense) store the Goods separately from all other goods in its possession, marked in such a way that they are clearly identified as the Company's property and stored in a proper manner suitable to the type of goods involved AND;
6.3 The Customer shall insure and keep insured the Goods to the full Price against 'all-risks' to the reasonable satisfaction of the Company until the date that property in the Goods passes to the customer and shall whenever requested by the Company produce a copy of such policy of insurance AND;
6.4 The Customer irrevocably authorises the Company, its servant agents or otherwise to enter the premises where the said Goods are and to remove these in the event of-
6.4.1 Any distress or execution being levied upon any of the assets of the Customer and/or
6.4.2 The commencement of legal proceedings against the Customer for the purpose of
insolvency, bankruptcy or liquidation and/or 6.4.3 A Receiver is appointed over the whole or any part of the Customers undertaking and/or
6.4.4 Any meeting of creditors of the Customer is called
6.5 The goods must not be sold by the Customer
7 Restocking Charge
The Company reserves the right to charge a restocking fee in respect to current stock items returned as incorrectly ordered by the Customer The Company will not accept return of any Goods specially ordered or manufactured to the customers' requirements.
8 Safety and Product Recalls
8.1 The Customer shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Customer shall refer its employees and its customers to such instructions and guidelines.
8.2 The Customer should satisfy itself that the persons responsible for the storage and use of any goods supplied by The Company have all the information required on health and safety and The Company shall not be liable to the Customer in any civil proceedings brought by the Customer against The Company in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
8.3 The Customer shall keep The Company properly informed of all customer complaints concerning the goods and shall comply with any directions of The Company in any issues, proceedings or negotiations relating to such complaint.
8.4 In the event of any recall of the goods by The Company the Customer shall co-operate fully and promptly with any steps taken by The Company under the Condition below.
8.5 The Company may at its discretion recall any goods already sold by The Company to its customers, (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by The Company) and/or issue any written or other notification to its customers about the manner of use of any goods already sold by The Company to its customers. The customer agrees to give all reasonable assistance to The Company or the manufacturer in resisting any claim which may arise under any recall of product by The Company or the manufacturer of such product.
9 Warranties and Liabilities
9.1 The Company disclaims any express or implied warranties of fitness for purpose of any product or service recommendation provided by them, unless the requirements of the Customer from the Company have been issued in writing, stating what specifications or standards the Customer requires, together with a detailed description of the application, which must be formerly accepted in writing by the Company
9.2 Under no circumstances will the Company replace any goods in advance without first being able to examine the goods for themselves. Examination may also include examination by the manufacturer
9.3 The Customer is responsible for the costs of transporting defective goods to the Company for repair or replacement. When returning goods the Customer must quote a returns number on the packaging (which can be obtained from the Company) and provide a written description of the defect which the Customer claims is covered by the Warranty lithe Customer does not comply with this procedure the Company shall have no obligation to consider the Customer's claim.
9.4 The Company shall not be liable for any breach of any warranty where: -
9.4. I The Customer fails to notify The Company in writing of the alleged defect within 7 days of the time when the Customer discovers or ought to have discovered the defect; or
9.4.2 The Customer makes any further use of the goods after giving such notice; or
9.4.3 The defect arises because the Customer failed to follow the Company's oral or written instruction as to the storage, commissioning, use or maintenance of the goods or good trade practice; or
9.4.4 The Customer alters or repairs the goods without the written consent of the company; or
9.4.5 in respect of any defect arising from willful damage or negligence; or
9.4.6 If the total price for the goods has not been paid by the due date for payment or
9.4,7 there is any type of defect or damage specifically excluded by The Company by notice in writing;.
9.5 Any goods replaced will belong to the Company and any repaired or replacement goods will be guaranteed on these terms for the unexpired portion of the warranty.
9.6 The Company reserves the right to repair or replace any goods found to be in breach of warranty
9.7 Save for sales to consumers all warranties, conditions and other terms implied by the statute or common law (save for the conditions implied by section 12 of the sale of goods act 1979 and as amended) are, to the fullest extent permitted by law, excluded from the contract.
9.8 The Company'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 this contract shall be limited to the contract price.
9.9 The warranties set out in this is document are the only warranties which shall be given by The Company and all warranties, conditions and other terms implied by statute are expressly excluded.
10 General
10.1 If any provision of these conditions is held by any competent authority or court to be invalid or unenforceable in part the validity of the other provisions of these conditions and the remainder of these provisions in question shall not be affected.
10.2 Any information relating to details of the Company's business operations, proprietary rights and techniques, contemplated new products and Customer lists given by the Company must be treated by the Customer as confidential and not divulged to any third party without the prior written consent of the Company. This obligation does not relate to information which is public knowledge through no fault of the Customer
10.3 Responsibility for the recording and accuracy of order numbers lies solely with the Customer when placing any order
10.4 This contract is subject to the laws of England and Wales.

On-site

1 Definitions
1.1.1 British Standards means the specification of recommended procedure, quality of output, terminology and other details in the particular fields relevant to contract work, drawn up and published by the British Standards Institution from time to time.
1.1.2 Approved Codes of Practice means codes of practice approved and/or issued by the Health and Safety Commission to supplement formal regulations under Health and Safety legislation and all guidelines published by regulatory agencies, explaining how to comply with specific legislation relevant to the contract.
1.1.3 Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
1.1.4 Customer means the person who buys or agrees to buy the goods from the Company.
1.1.5 The Company means Electronic Metering Equipment & Control Limited, Unit 1 Oakside Park Industrial Estate, East Road, Sleaford, Lincolnshire NG34 7EQ
1.1.6 Commencement Date has the meaning as set out in clause 2.1
1.1.7 Conditions are these terms and conditions as amended from time to time
1.1.8 Defects Liability Period is the time during which the Company is contractually obliged to return to site to repair defects which have appeared in the Company's works
1.1.9 Deliverables are the deliverables set out within an official Purchase order.
1.1.10 Extension of Time is the granting of an adjustment to the completion date by the Customer without penalty or damage to the Company
1.1.11 Force Majeure Event has the meaning as set out in clause 15.
1.1.12 Goods are the goods (or any part of them) set out in the Order
1.1.13 Intellectual Property Rights means 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 design, 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 right 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 to which the Company is subject
1.1.14 Main Contract is the underlying contract between the Company and the Customer and/or his Customer and/or any other underlying contract to which the Company is subject
1.1.15 the Company's written quotation to supply the Goods and/or Services
1.1.16 the Customer's order for the supply of Goods and/or Services as set out in the Customer's written acceptance of the Company's quotation
1.1.17 Pay Less Notice is a written notice to the Company of the Customer's intention to pay less than the amount claimed by the Company, stating the amount to be withheld and the basis on which it has been calculated
1.1.18 Practical Completion is the point and date on which all the Services have been carried out, completed and agreed in accordance with the Main Contract and which triggers the release of any retention monies
1.1.19 Practical Completion Certificate is the certificate issued to the Customer by the Company on practical completion
1.1.20 Relevant Contract Event is the reason why a completion date may be adjusted with an Extension of Time
1.1.21 Site has the meaning as set out in clause 3.9.1
1.1.22 Services is the design, production and installation services including the Deliverables, supplied by the Company to the Customer as set out in the Service Specification.
1.1.23 Service Specification is the description or specification for the Services provided in writing by the Customer to the Company
1.1.24 Contract is the contract between the Company and Customer for the supply of Goods and Services in accordance with these conditions.
1.1.25 Contract Sum is the aggregate price of the Goods and Services
1.1.26 Variation Order is an order issued by the Customer varying the Goods and/or Services set out in the order, as agreed in writing and signed by both parties
1.1.27 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
1.1.28 A reference to a party includes its successors or permitted assigns
1.1.29 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 statue or statutory provision, as amended or reenacted.
1.1.30 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.1.31 a reference to writing or written does not include faxes and
1.1.32 a reference to the masculine includes the feminine
2 Basis of Contract
2.1 The Company's Offer shall only be deemed to be accepted when the Customer issues written acceptance of the Offer at which point and on which date the Contract shall come into existence (Commencement Date)
2.2 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 by or on behalf of the Company which is not set out in the Contract.
2.3 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
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified
2.5 As the Company is acting as a contractor in carrying out the Contract, the terms of the Main Contract which the Company is bound to observe and perform shall be incorporated into the Contract to the extent they do not conflict with these Conditions. If there is any inconsistency between these Conditions and any such underlying contract, these Conditions shall prevail
3 Execution of the Contract
3.1 The Company shall have no liability to the Customer for delays caused by any failure to deliver the Goods and/or materials necessary to complete the Contract at a particular time to the extent that such failure is caused by a Force Majeure Event
3.2 The Company shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
3.3 The Company warrants to the Customer that the Services shall be provided with reasonable care and skill and to the complete satisfaction of the Customer and his Customer
3.4 The Services shall be provided in accordance with the industry requirements including the Approved Code of Practice.
3.5 The Company shall ensure that all his personnel are suitably qualified to undertake the Services.
3.6 The Customer reserves the right to withhold payment by way of Payless Notice in the event of failure on the part of the Company to comply with clauses 3.2, 3.3, 3.4 and/or 3.5 to the amount of any direct loss or expense suffered or incurred by the Customer as a direct consequence of that failure.
3.7 The Contract Sum is deemed to be inclusive of all design, materials, labour, plant, sundries and the like to enable the Contract to be properly carried out, unless otherwise agreed in writing
3.8 The Company shall undertake its obligations under the Contract in compliance with all applicable statutory requirements including, but not limited to, the Health and Safety at Work Act 1974 (as amended) and the Construction, Design and Management Regulations 2015
3.9 The Company acknowledges that he is not entitled to exclusive possession of the site where the Services are provided (Site) and may be required to work in the same areas as other contractors or sub-contractors (whether or not employed by the Customer) and to share any facilities.
3.9.1 The Customer acknowledges that the Company must have had sufficient opportunity prior to entering into the Contract to investigate Site and the documents comprising the Contract and referred to in it to appreciate fully the risks involved in providing the Contract. The Customer accepts the sole responsibility for, and assumes the risk of, all increased costs, loss and/or expense arising out of the physical conditions and characteristics of the Site and its surroundings encountered while carrying out the Contract.
4 Directions of the Customer and Variation Orders
4.1 The customer may issue any reasonable directions/instructions in writing to the Company, including Variation Orders, sequencing, hours of working, access and the various construction methods to be used. Any additional works or instructions shall be in the general scope of these Conditions
4.2 The Company will provide a written quotation for the Variation Order works to the Customer and the Customer must accept the quotation in writing prior to the Company commencing the Variation Order works. The Company will advise the Customer of any other effect such Variation Order works might have on the progress of the Contract.
4.3 If the Variation Order delays the progress of the Contact, the Customer shall grant an Extension of Time on the basis of any Relevant Contract Event or instruct special measures to be employed to avoid/minimize the delay.
4.4 The Customer may accept the Company's quotation for the Variation Order works, or if the Customer does not agree with the Company's quotation, the Customer may arrange for the works to be carried out by others. If a delay to the execution of the Contract works is caused by the engagement of others under this clause, the Customer shall grant an Extension of Time.
4.5 The Company shall provide all such reasonable supporting details as the Customer may request in substantiation of his claim for variation costs set out in the Company's quotation for the Variation Order works.
4.6 Additional charges for any further day rates of the Company will be accepted when and authorized by the Customer in writing and shall be valued in accordance with the provisions of the Contract using the rates and/or prices incorporated into the Contract numbered documents and/or framework agreement, where it applies
5. Insurance and Indemnity
5.1 The Company shall put in place, and maintain in force, the necessary insurances with a reputable insurance company, to cover liabilities that may arise under or in connection with the Contract
6 Company Obligations
6.1 The Company shall supply his fully resourced programme of works before commencing the Services, which will include the commencement date of the works, the order in which the Company intends to carry out the works and the planned completion date of the works, and will be subject to the schedule dates of the Main Contract, which may be varied from time to time
6.2 On the date stated in the Contract and/or notified to the Customer by the Company, subject to notice being given, the Company shall proceed with the Contract works regularly and diligently and in accordance with the progress of the Main Contract
6.3 The Company shall, within the limits of the Contract sum, attend all necessary Site and other meetings, as deemed necessary by the Customer, unless otherwise agreed in writing
6.4 The Company shall provide the Contract works in accordance with the Service Specification. If, during the course of the works, the installation demands small changes to the Service Specification, of whatever nature, the Company shall inform the Customer immediately, and proceed to design and implement the changes on Site. In the event that such changes will result in subsequent defects and/or repairs the Company will make all efforts for their rectification unless the Customer gives written assurances to the contrary.
6.5 If the Customer orders the defect to be rectified by a third party, the Customer assumes all responsibility and costs relating to the rectification. Any action pursuant to this clause shall not invalidate the Contract
6.6 No item which is subject to 6.5 shall be classified as a Relevant Contract Event.
7 Notice from the Company of delay to progress
7.1 If and whenever it becomes reasonably apparent that the commencement, progress or completion of the Contract works (or any part of them in any section) is being or is likely to be delayed, the Company shall forthwith give written notice to the Customer of the material circumstances, including, insofar as the Company is able, the cause or causes of the delay, and shall identify in that notice any event which in his opinion is a Relevant Contract Event.
7.2 In the event of clause 7.1 the Customer may, at his discretion, grant an Extension of Time or instruct special measures to be employed to avoid or minimize the delay.
7.3 The Contract Sum is inclusive of every cost and expense of the Company directly or indirectly incurred in connection with the Contract, including but not limited to, any out of sequence working, overtime working and disruption.
8 Incorporation of the Contract Works into the Main Contract
8.1 Where there is a main contract of underlying contract of any kind:
8.1.1 The Company is to have full knowledge of all of its provisions (except for the Customer's pricing information) and shall be entitled to inspect such a copy.
9 Payment
9.1 The Company shall be entitled to payment as follows:
9.1.1 The Company shall provide a detailed payment application in respect to the Goods and Services, including such supporting information required by the Customer, at monthly arrears unless otherwise agreed in writing;
9.1.2 Subject to the rest of this clause 9, on receipt of correctly rendered and undisputed payment application the Customer shall pay in 60 days of the end of the month on the payment application to a bank account nominated in writing by the Company
9.1.3 The Customer shall notify the Company within 15 Business Days of receipt of any payment application of any amounts to be disputed by Pay Less Notice.
10 Retention and Defects
10.1 Unless otherwise stated in writing, no retention shall be held by the Customer on any monies due to the Company during the course of the Contract. Where a retention has been agreed:
10.2 The first half of any retention monies held shall be released upon the Customer having received the Practical Completion Certificate for the Contract works in accordance with the provisions of the Main Contract. Where there is no Main Contract the first half of the retention monies shall be released upon the satisfactory completion of the Services included in the Contract.
10.3 The second half of any retention monies held shall be released upon the Company making good any defects to the Contract works at the end of the Defects Liability Period.
10.4 For the avoidance of doubt, the Defects Liability Period shall be the same as stated in the Main Contract. Where there is no Main Contract, the Defects Liability Period shall be 12 months from Practical Completion.
11 Assignment and sub-contracting
11.1 The Company shall not at any time assign, transfer, mortgage, charge, factor, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract (in whole or in part) without the Customer's written consent (which consent shall not be unreasonably delayed or withheld)
11.2 In the event that written consent is granted to the Company by the Customer for any subcontracting or delegating of its obligations under the Contract pursuant to clause 11.1, the Company shall remain wholly responsible for carrying out and completing the Contract in all aspects in accordance with these Conditions. The Customers consent to any such subcontracting shall not in any way affect the obligations of the Company under this clause 11.2 or any other provision of the Contract
12 Intellectual Property Rights
12.1 In respect of the Goods and any other good transferred to the Customer as part of the services under the Contract including the Deliverables, the Company warrants that it has the full and unencumbered title to all such items and, at the date of delivery of such items to the Customer, it will have full and unencumbered rights to sell and transfer all such items
12.2 All intellectual Property Rights in or arising out of or in connection with the Contract shall< remain owned by the Company.
12.3 The Company acknowledges that, in respect to any third party Intellectual Property Rights in the Contract, the Company's use of any such Intellectual Property Rights is conditional on the Company obtaining the written license from the relevant licensor on such terms as will entitle the Customer to license such rights to their Customer.
13 Confidentiality
13.1 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 sub-contractors, 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 sub-contractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and the same shall ensure that such employees, agents and sub-contractors comply with the obligations set out in this clause 13 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 of by a court of competent jurisdiction. This clause shall survive termination of the contract.
14 Termination
14.1 Without limiting its other rights and remedies, the Customer may terminate the Contract:
14.1.1 in respect of the supply of Services, by giving the Company 1 months' written notice; and
14.1.2 in respect to the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Company, whereupon the Company shall discontinue all work on the Contract. The Customer shall pay the Company fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation will not include loss of anticipated profits or any consequential loss.
14.2.1 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
14.2.2 The Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention to meet the terms of the Contract
14.2.3 The Customer suspends, or threatens to suspend, payments of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
14.2.4 the Customer commence negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromised or arrangement with its creditors;
14.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with winding up the Customer (being a company);
14.2.6 the Customer (being an individual) is the subject of a bankruptcy petition or order;
14.2.7 a creditor or encumbrance of the Customer attaches or take possession of, or a distress, sequestration or other such process is levied or enforced on or sure against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
14.2.8 an application is made to court, or an order is 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 the Customer (being a company);
14.2.9 the holder of a floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
14.2.10 a person become entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer
14.2.11 any event occurs, or proceeding is taken, with respect to the Customer is any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.3 to clause 14.210 (inclusive)
14.2.12 the Customer suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business; or
14.2.13 the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is in capable of managing his own affairs or becomes a patient under any mental health legislation
14.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
14.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15 Force majeure
15.1 For the purposes of this contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strokes, lock-outs or other industrial disputes (whether involving the workforce of the company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of any plant machinery, fire, flood, storm or default of suppliers or sub-contractors.
15.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event
16 General
16.1 Notices
16.1.1 Any notice or other communication given to a party under or in connection with the Contact shall be in writing and shall be:
16.1.1.1 delivered personally or sent by prepaid first class post or other next working day delivery service, or by commercial courier, 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 cause; or
16.1.1.2 Sent by email to the email address set out below:
16.1.1.2.1 in the case of the Company, to [email protected] or
16.1.1.2.2 such email address(es) as the Company may have specified to the Customer in writing in accordance with this cause; and
16.1.1.2.3 in the case of the Customer, to the email address notified to the Company by the Customer in writing in accordance with this cause
16.1.2 A notice or other communication shall be deemed to have been received:
16.1.2.1 if delivered personally, when left at the address referred to in clause 16.1.1.1
16.1.2.2 if sent by pre-paid first class post or other next working day delivery service, at 0900am on the second Business Day after posting
16.1.2.3 if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed; and
16.1.2.4 if sent by email, 24 hours from delivery if sent to the correct email address and not notice of delivery failure is received or on the next Business Day if the deemed day of receipt under this cause is not a Business Day
16.1.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.2 Severance
16.2.1 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 enforceability of the rest of the Contact.
16.2.2 If one party gives notice to the other of the possibility that any provision or partprovision 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
16.3 Waiver - a waiver of any right under the Contract or law is only effect 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 part 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.
16.4 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.
16.5 Third parties - a person who is not a party to the Contract shall not have authority to enforce its terms.
16.6 Variation. Except as set out in these Conditions, no variations of this Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company.
16.7 Governing Law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter of formation (including no-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.8 Dispute Resolution and adjudication
16.8.1 Any disagreement between the parties shall be resolved between the parties by discussion and negotiation. Both parties shall use all reasonable endeavors to resolve any such disagreement promptly and amicably.
16.8.2 In the absence of resolution under clause 16.8.1, any dispute between parties shall be referred to adjudication by written notice by either party (Notice). The parties may agree the appointment of the adjudicator, but where the appointment of the adjudicator is not agreed within 3 days of the Notice being made by the relevant party, either part may apply to the RIBA Panel of Adjudicators for the nomination of an adjudicator and the referral of the dispute within 5 days of the Notice.
16.8.3 The parties shall appoint the adjudicator with the following terms of reference:
16.8.3.1 The adjudicator shall reach a decision within 28 days of referral or such longer period as is agreed by the parties after the dispute has been referred;
16.8.3.2 The adjudicator may extend the period of 28 days set out at clause 16.8.3.1 by up to 14 days, with the consent of the party by whom the dispute was referred;
16.8.3.3 The adjudicator shall act impartially;
16.8.3.4 The adjudicator may take the initiative in ascertaining the facts and the law;
16.8.3.5 The decision of the adjudicator shall be binding upon the parties until the dispute is finally determined by legal proceedings or by agreement; and
16.8.3.6 The adjudicator shall not be liable for anything done or omitted in the discharge or purported discharge of his functions as adjudicator unless the act or omission is in bad faith and any employee or agent of the adjudicator is similarly protected from liability.
16.9 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 the Contract or its subject matter or formation (including non-contractual disputes or claims) which is not otherwise resolved by the parties in accordance with clause 16.8.