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Scientific Laboratory Supplies Limited

Terms and Conditions for the Supply of Goods & Services

NOTE: The Customer's attention is particularly drawn to the provisions of clause 12.

1.     Interpretation

1.1   Definitions. In these Conditions, the following definitions apply:

        

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open   

        for business.

        

Commencement Date: has the meaning set out in clause 2.2

        

Conditions: these terms and conditions as amended from time to time in accordance with clause 6.7.

        

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in   

        accordance with these Conditions.

        

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

        

Deliverables: the deliverables set out in the Order.

        

Delivery Location: has the meaning set out in clause 4.2

        

Force Majeure Event: has the meaning given to it in clause 15.1.

        

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

        

Goods Specification:  any written specification for the Goods specified by the relevant goods manufacturer  

        (or by the Supplier), including any relevant plans or drawings.

        

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights,          

        trade marks, service marks, trade, business and domain names, rights in trade dress get-up,rights in goodwill   

        or to sue for passing off, unfair competition rights, rights in designs, rights in computersoftware, database          

        right, topography rights, moral rights, rights inconfidential information (including know-how and trade secrets)   

        and any other intellectual property rights, in each case whether registered or unregistered and including all  

        applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of   

         protection in any part of the world.

        

Order: the Customer's order for the supply of Goods and/or Services, as set out the Customer's purchase   

        order or sent electronically, or the Customer's written or electronic acceptance of the Supplier's quotation, as  

        the case may be. 

        

Services: the services (if any), including the Deliverables, supplied by the Supplier to the Customer as set   

        out in the Service Specification (which may include installation or repair services). 

        Service Specification:  the description or specification for the Services provided in writing by the Supplier  

        to the Customer.

        Supplier: Scientific Laboratory Supplies Limited (registered in England and Wales with company number  

        2577009), registered office: Orchard House, The Square, Hessle, East Yorkshire HU13 0AE.

        

Supplier Materials: has the meaning set out in clause 8.1(g).

1.2   Construction. In these Conditions, the following rules apply : 

        (a) a 

person includes a natural person, corporate or unincorporated body (whether or not having separate  

        legal personality); 

        (b) a reference to a party includes its personal representatives, successors or permitted assigns;

        (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision  

        as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate  

        legislation made under that statute or statutory provision, as amended or re-enacted; 

        (d) any phrase introduced by the terms 

includingincludein particular or any similar expression   

        shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

        (e) a reference to 

writing or written includes faxes and e-mails. 

2.     Basis of Contract

2.1  The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance   

        with these Conditions. 

2.2   The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the  

        Order (or, if earlier, when the Supplier performs the Services or delivers the Goods, as the case may  

        be) at which point and on which date the Contract shall come into existence (

Commencement Date).

2.3   The Contract constitutes the entire agreement between the parties. The Customer acknowledges   

        that it has not relied on any statement, promise or representation made or given by or on behalf of the  

        Supplier which is not set out in the Contract. 

2.4   Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions  

        of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or  

        brochures are issued or published for the sole purpose of giving an approximate idea of the Services  

        and/or Goods described in them. They shall not form part of the Contract or have any contractual  

        force.

2.5   These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks   

        to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6   Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 28  

        days from its date of issue (unless an alternative validity period is specified in the quotation).

2.7   All of these Conditions shall apply to the supply of both Goods and Services except where application  

        to one or the other is specified.

3.     Goods

3.1   The Goods are described in the Supplier's catalogue or the relevant manufacturer’s sales literature,  

        as modified by any applicable Goods Specification.

3.2   To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied  

         by the Customer (or the Customer’s customer), the Customer shall indemnify the Supplier again stall  

         liabilities, costs, expenses, damages and losses (including any direct, indirector consequential losses,  

         loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs   

         and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier  

         for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection  

         with the Supplier's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3   The Supplier reserves the right to amend the specification of the Goods if required by any applicable  

        statutory or regulatory requirements.

4.     Delivery of Goods

4.1  The Supplier shall ensure that: 

        (a) each delivery of the Goods is accompanied by a delivery note which shows the relevant Customer  

        and Supplier order reference numbers, the type and quantity of the Goods (including the Supplier’s  

        code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is  

        being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

        (b) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is  

        clearly stated on the delivery note. The Customer shall make any such packaging materials available  

        for collection at such times as the Supplier shall reasonably request. Returns of packaging materials  

        shall be at the Supplier's expense. 

4.2   Where it has been agreed that the Goods will be delivered by the Supplier, the Supplier shall arrange   

        for the delivery the Goods to the location set out in the Order or such other location as the parties 

         may agree (

Delivery Location) at any time after the Goods are ready. Alternatively, where it has            

        been agreed that the Customer will collect the Goods from the Supplier, delivery will be effected by   

        the Customer collecting the Goods from the Supplier’s warehouse at Wilford Industrial Estate, Ruddington  

        Lane,Wilford, Nottingham NG11 7EP or such other location as may be advised by the Supplier before  

        delivery (

Collection Location) within 3 Business Days of the Supplier notifying the Customer that the Goods  

        are ready 

4.3   Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or (as the   

        case may be) upon completion of loading of the Goods at the Collection Location.

4.4   Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the  

        essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a   

        Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or  

        any other instructions that are relevant to the supply of the Goods.

4.5   If the Customer fails to accept or take delivery of the Goods within 5 Business Days of the Supplier  

        notifying the Customer that the Goods are ready, then except where such failure or delay is caused  

        by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract  

        in respect of the Goods:

        (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 6th Business  

        Day following the day on which the Supplier notified the Customer that the Goods were ready; and

        (b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs  

        and expenses (including insurance).

4.6   If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery  

        the Customer has not accepted or taken delivery of them, the Supplier may resell or otherwise   

        dispose of part or all of the Goods and, after deducting from the proceeds its reasonable storage and   

        selling costs of the Goods, charge the Customer for any shortfall below the price of the Goods under   

        the Contract.

4.7   The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5%  

         more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the   

        Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.  

4.8   The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately.  

        Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment  

        shall not entitle the Customer to cancel any other installment. 

Non-Delivery, shortages and damaged Goods

4.9   The quantity of any consignment of Goods as recorded by the Supplier upon despatch from the  

         Supplier’s place of business shall be conclusive evidence of the quantity received by the Customer   

        on delivery unless the Customer can provide evidence proving the contrary.

4.10 All Goods supplied by the Supplier must be examined and checked upon receipt by the Customer,  

        and any Goods shortages, discrepancies and damage revealed by such examination promptly reported to  

        the Supplier. 

4.11 The Supplier shall not be liable for any non-delivery or shortages of Goods, or discrepancies in the         

        quantity of Goods supplied (even if caused by the Supplier’s negligence) unless  written notice is   

        given to the Supplier within 2 Business Days of the date when the relevant Goods would in the         

        ordinary course of events have been received. The Supplier  shall have no liability for any failure          

        to deliver the Goods to the extent that such  failure is caused by a Force Majeure Event, or the   

        Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any   

        relevant instruction related to the supply of the Goods.

4.12 The Supplier shall not be liable for any Goods damaged in transit (where delivered by the Supplier)  

         or errors with Goods supplied (even if caused by the Supplier’s negligence) unless  written notice is    

         given to the Supplier within 2 Business Days of the date of delivery or collection(as the case maybe). 

4.13 Any liability of the Supplier for non-delivery or shortages of Goods, or for damage or errors to Goods  

        for which the Supplier is responsible shall be limited to replacing any affected Goods within a reasonable  

        time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods. 

5.     Quality of Goods

5.1   The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery  

         (

Warranty Period), the Goods shall:

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

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

        (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2   Subject to clause 5.3, if:

        (a) the Customer gives notice in writing during the Warranty Period within a reasonable time of  

         discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and

        (b) the Supplier is given a reasonable opportunity of examining such Goods; and

        (c) the Customer provides reasonable co-operation to the Supplier to allow the Supplier to collect the           

        Goods or(where agreed between the parties, or if asked to do so by the Supplier in the circumstances   

         in clause 5.4) returns such Goods to the Supplier's place of business, the Supplier shall, at its option,repair  

         or replace the defective Goods, or refund the price of the defective Goods in full. 

5.3   The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1: 

        (a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

        (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions  

        as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none)  

        good trade practice;

        (c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification  

        supplied by the Customer;

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

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

        conditions;

       (f) the Goods differ from their description or the Goods Specification as a result of changes made to ensure   

        they comply with applicable statutory or regulatory standards.

5.4 In circumstances where the Customer has given notice to the Supplier (in accordance with clause 5.2(a)),  

      but does not provide reasonable co-operation to the Supplier to allow the Supplier to collect the Goods,  

      the Supplier shall (upon written notice to the Customer) be entitled to make a reasonable charge to the   

      Customer for repeat attempts made to collect the Goods from the Customer, or alternatively to require the   

      Customer to return the Goods to the Supplier's place of business at its own cost.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the  

      Goods' failure to comply with the warranty set out in clause 5.1.

5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier  

      under clause 5.2.

6.   Title & Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or  

      cleared funds) for:

      (a) the Goods; and 

      (b) any other goods that the Supplier has supplied to the Customer in respect of which payment has  

      become due. 

6.3 Until title to the Goods has passed to the Customer, the Customer shall not without the prior consent of  

      the Supplier resell or use the Goods (in the ordinary course of its business or otherwise) and shall:   

      (a) hold the Goods on a fiduciary basis as the Supplier's bailee;  

      (b) store the Goods separately from all other goods held by the Customer so that they remain readily  

      identifiable as the Supplier's property;  

      (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

      (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full  

      price on the Supplier's behalf from the date of delivery;

      (e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to  

      clause 13.1(i); and

      (f) give the Supplier such information relating to the Goods as the Supplier may require from time to  

      time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events  

      listed in clause 13.1(b) to clause 13.1(i), or the Supplier reasonably believes that any such event is        

      about to happen and notifies the Customer accordingly, then, provided the Goods have not been   

      resold, or irrevocably incorporated into another product, and without limiting any other right or remedy  

      the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and,   

      if the Customer fails to do so promptly, enter any premises ofthe Customer or of any third party where    

      the Goods are stored in order to recover them.

7.   Supply of Services

7.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification  

      in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services  

      agreed by the Supplier in writing, but any such dates shall be estimates only and time shall not be of   

      the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply  

       with any applicable law or safety requirement, or which do not materially affect the nature or quality of  

       the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 

8.  Customer's Obligations 

8.1 The Customer shall:

      (a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are  

       complete and accurate;

      (b) co-operate with the Supplier in all matters relating to the Services;

      (c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the  

      Customer's premises, office accommodation and other facilities as reasonably required by the Supplier  

      to provide the Services;

      (d) provide the Supplier with such information and materials as the Supplier may reasonably require to  

      supply the Services, and ensure that such information is accurate in all material respects;  

      (e) prepare the Customer's premises for the supply of the Services;

      (f) obtain and maintain all necessary licences, permissions and consents which may be required for the  

      Services before the date on which the Services are to start; and

      (g) keep and maintain all materials, equipment, documents and other property of the Supplier   

       (

Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier   

      Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials  

      other than in accordance with the Supplier's written instructions or authorization.

8.2 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed  

      by any act or omission by the Customer or failure by the Customer to perform any relevant obligation  

      (

Customer Default):

      (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance  

      of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default  

      to relieve it from the performance of any of its obligations to the extent the Customer Default prevents   

      or delays the Supplier's performance of any of its obligations;

      (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising  

      directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in   

      this clause 8.2; and

      (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or  

      incurred by the Supplier arising directly or indirectly from the Customer Default.

9.   Charges & Payment

9.1 The price for Goods and Services shall be the price set out in the Order (subject where applicable to 

      clause 9.2) or, if no price is quoted, the price set out in the Supplier's published price list as at the date  

      of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance,   

      transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 

9.2 In respect of any Contract with a total Contract price of less than £100 (excluding VAT), an additional   

      administration/handling charge of £7.50 (excluding VAT) will be charged to the Customer. This            

      administration/handling charge will added to the Supplier’s invoice and payable by  the Customer  

     together with the remainder of the Contract price.

9.3 The Supplier reserves the right to: 

      (a) increase its standard daily fee rates for the charges for the Services by giving the Customer written  

      notice of any such increase a reasonable time in advance of the proposed date the increase will take    

      effect. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2  

      weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other   

      rights or remedies to terminate the provision of the Services under the Contract bygiving written notice  

      to the Customer; and/or

      (b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to  

      reflect any increase in the cost of the Goods to the Supplier that is due to:

              (i) any factor beyond the control of the Supplier (including foreign exchange  

 

              fluctuations, increases in taxes and duties, and increases in labour, materials and     

              other manufacturing costs);

              (ii) any request by the Customer to change the delivery date(s), quantities or types of  

               Goods ordered, or the Goods Specification; or

              (iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the  

              Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of  

      delivery. In respect of Services, the Supplier shall invoice the Customer monthly in arrears. 

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

      (a) within 28 days of the date of the invoice; and

      (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment  

       shall be of the essence of the Contract.

9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value  

      added tax chargeable from time to time (

VAT) and any applicable duties and other levies payable on  

      the Goods. Where any taxable supply for VAT purposes is made under the Contract   by the Supplier  

       to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the  

      Supplier such additional amounts in respect of VAT (together with any duties and other levies) as are  

      chargeable on the supply of the Services or Goods at the same time as payment is due for the supply   

      of the Services or Goods.

9.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment  

      due to the Supplier under the Contract by the due date for payment (

Due Date), the Supplier shall   

      have the right to charge interest on the overdue amount at the rate of 4% per annum above the then   

      current Barclays Bank plc base rate accruing on a daily basis from the Due Date until the date of actual  

      payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding  

      except as required by law and the Customer shall not be entitled to assert any credit, set-off or  

      counterclaim against the Supplier in order to justify withholding payment of any such amount in whole   

      or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it   

      by the Customer against any amount payable by the Supplier to the Customer.

10.  Intellectual Property Rights 

10.1The supply of Goods by the Supplier shall not confer any right upon the Customer to use any of the        

       Supplier’s trade marks (except in the re-sale of the Goods in the packaging supplied by the Supplier),  

       or any of the Supplier’s patents, design rights or other industrial or intellectual property rights, and at  

       all times such patents, trade marks, design rights and other industrial or intellectual property rights   

       shall remain the absolute property of the Supplier (or its suppliers). All Intellectual Property Rights in or  

      arising out of or in connection with the Services shall be owned by the Supplier. 

10.2All materials, equipment, documents and other property of the Supplier are the exclusive property  

       of the Supplier. All written information, drawings, artwork, images and diagrams (excluding the Goods  

       themselves) prepared by the Supplier in relation to the supply of Goods or Services and the copyright         

       therein and all other items owned by the Supplier and used in the production of the Goods shall   

       remain the property of the Supplier and shall be returned by the Customer on demand.  All such    

       information shall be treated as confidential and shall not be copied or reproduced or disclosed to any   

       third party without the prior written consent of the Supplier. 

10.3The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the  

        Services, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier   

        obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license  

        such rights to the Customer.

10.4All Supplier Materials are the exclusive property of the Supplier.

11.  Confidentiality

       A party (

Receiving Party) shall keep in strict confidence all technical or commercial know-how,  

       specifications, inventions, processes or initiatives which are of a confidential nature and have been  

       disclosed to the Receiving Party by the other party (

Disclosing Party), its employees, agents or  

       subcontractors, and any other confidential information concerning the Disclosing Party's business  

       or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict   

       disclosure of such confidential information to such of its employees, agents or subcontractors as need  

       to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and  

       shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality  

       corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the  

       Contract.

12.  Limitation of Liability: The Customer's attention is particularly drawn to this clause

12.1Nothing in these Conditions shall limit or exclude the Supplier's liability for:

       (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or  

       subcontractors;

       (b) fraud or fraudulent misrepresentation;

       (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and  

       quiet possession); 

      (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet  

           possession); or

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

12.2Without prejudice to clause 12.1, neither party shall under any circumstances whatever be liable to  

       the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty   

       or misrepresentation, or otherwise, for any:

       (a) loss of profit; or

       (b) loss of goodwill; or

       (c) loss of business; or

       (d) loss of business opportunity; or

       (e) loss of anticipated saving; or

       (f) loss or corruption of data or information; or

       (g) special, indirect or consequential damage, suffered by the other party that arises under or in connection  

         with the Contract.

12.3Subject to conditions 12.1 and 12.2, the Supplier’s total liability in respect of all other losses arising  

       under or in connection with the Contract, whether arising in contract, tort (including negligence) or   

       restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances  

       be limited as follows: 

       (a) for liability for damage to the Customer’s tangible property arising from our negligence, to an   

            amount not exceeding £10,000,000; and 

       (b) for any other type of liability, to an amount not exceeding the Contract price.

12.4The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by  

        sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by   

        law, excluded from the Contract. 

12.5This clause 12 shall survive termination of the Contract.

13.  Termination

13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate  

        effect by giving written notice to the other party if: 

       (a) the other party commits a material breach of its obligations under this Contract and (if such breach   

        is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the   

        breach;

       (b) the other party suspends, or threatens to suspend, payment 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) 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; 

       (c) the other party commences 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 compromise or arrangement   

       with its creditors other than (where a company) for the sole purpose of a scheme for a solvent   

       amalgamation of that other party with one or more other companies or the solvent reconstruction of   

       that other party;

       (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection   

       with the winding up of the other party (being a company) other than for the sole purpose of a scheme   

       for a solvent amalgamation of the other party with one or more other companies or the solvent   

       reconstruction of that other party;

       (e) the other party (being an individual) is the subject of a bankruptcy petition or order; 

       (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress,   

       execution, sequestration or other such process is levied or enforced on or sued against, the whole or   

       any part of its assets and such attachment or process is not discharged within 14 days;

       (g) 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   

       other party (being a company); 

       (h) a floating charge holder over the assets of the other party (being a company) has become entitled  

       to appoint or has appointed an administrative receiver;

       (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is   

       appointed over the assets of the other party;

       (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which   

       it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to   

       clause 13.1(i) (inclusive);

       (k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or   

       substantially the whole of its business; or

       (l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental   

       or physical), is incapable of managing his own affairs or becomes a patient under any mental health  

       legislation.

13.2Without limiting its other rights or remedies, the Supplier may terminate the Contract or (at its  

       discretion) suspend the supply of Services or all further deliveries of Goods under the Contract or any   

       other contract between the Customer and the Supplier if:

       (a) the Customer fails to make pay any amount due under this Contract on the due date for payment;   

        or

       (b) the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(i), or the   

       Supplier reasonably believes that the Customer is about to become subject to any of them.

13.3Unless the Customer is entitled to terminate the Contract in any of the circumstances identified in   

       clause 13.1, the Contract (or any Goods or installments of Goods comprised in the Contract) may only   

       be cancelled by the Customer with the Company’s prior written consent. In relation to the foregoing, in   

       respect of any Goods:

       (a) which are standard stock items of the Supplier, upon cancellation the Company shall be entitled   

        to invoice the Customer an administration and re-stocking charge equal to 10% of the value of the   

        Contract (or where only some Goods are cancelled,10% of the value of  the Goods cancelled)  

        excluding VAT; 

        (b) which are purchased by the Supplier from its own supplier for resale to the Customer, the Supplier   

       not permit the Customer to cancel unless the Supplier is able to cancel its order with its own supplier,   

       in which case the Customer will be responsible for payment of the Supplier’s administration charges   

       of an amount to be specified by the Supplier (to include any re-stocking charges of the Supplier’s own   

       suppliers); and/or

       (c) which are made (or adapted) to the Customer’s own specification, the Supplier will not permit the  

       Customer to cancel a Contract for the supply of these items. 

13.4Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies   

        that have accrued as at termination. Clauses which expressly or by implication survive termination of   

        the Contract shall continue in full force and effect.

14.   Consequences of Termination

      On termination of the Contract for any reason:  

      (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid  

      invoices and interest and, in respect of Services supplied but for which no invoice has yet been   

      submitted,the Supplier shall submit an invoice, which shall be payable by the Customer immediately   

      on receipt;

      (b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been   

      fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and   

      take possession of them. Until they have been returned, the Customer shall be solely responsible for   

      their safe keeping and will not use them for any purpose not connected with this Contract;

      (c) the accrued rights and remedies of the parties as at termination shall not be affected, including   

      the right to claim damages in respect of any breach of the Contract which existed at or before the date   

      of termination or expiry; and

      (d) clauses which expressly or by implication have effect after termination shall continue in full force   

      and effect.

15.  Force Majeure

15.1For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable   

       control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether   

       involving the workforce of the party or any other party), failure of a utility service or transport network,   

       act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental  

       order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or   

       default of suppliers or subcontractors. 

15.2The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its   

       obligations under this Contract as a result of a Force Majeure Event.

15.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods   

        for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right    

       to terminate this Contract immediately by giving written notice to the Customer.

16.  General

16.1Assignment and subcontracting.

       (a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner   

       with all or any of its rights under the Contract and may sub-contract or delegate in any manner any or   

       all of its obligations under the Contract to any third party.

       (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge,   

        subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.2Notices.

       (a) Any notice or other communication required to be given to a party under or in connection with this  

       Contract shall be in writing and shall be delivered to the other party personally or sent  by prepaid   

       first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in  

       any othercase) its principal place of business, or sent by fax to the other party's main fax number or   

        sent by e-mail to the other party’s designated email address for the Contract. 

       (b) Any notice or other communication shall be deemed to have been duly received if delivered   

        personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00   

       am on the second Business Day after posting, or if delivered by commercial courier, on the date and   

       at the time that the courier's delivery receipt is signed, or if sent by fax or email, on the next Business   

       Day after transmission. 

       (c) This clause 16.2 shall not apply to the service of any proceedings or other documents in any legal   

       action. 

16.3 Waiver. A waiver of any right under the Contract is only effective if it is in writing and shall not be         

      deemed to be a waiver of any subsequent breach or default. No failure or delay bya party in exercising   

      any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or        

     remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy  

      shall preclude or restrict the further exercise of that or any other right or remedy. 

 

16.4 Severance.

       (a) If a court or any other competent authority finds that any provision of theContract (or part of any     

       provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent   

       required,be deemed deleted, and the validity and enforceability of the other provisions of the Contract  

       shall not be affected.

       (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and   

       legal if some part of it were deleted, the provision shall apply with the minimum modification necessary   

       to make it legal, valid and enforceable.

16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, constitute a  

        partnership or joint venture of any kind between any of the parties, nor constitute any party the agent   

        of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other   

        party in any way.

16.6Third parties. A person who is not a party to the Contract shall not have any rights under or in  

       connection with it.

16.7Variation. Except as set out in these Conditions, any variation, including the introduction of any         

        additional terms and conditions, to the Contract shall only be binding when agreed in writing and   

        signed by the Supplier.

16.8Governing law and jurisdiction. This Contract, and any dispute or claim arising out of or in connection   

       with it or its subject matter or formation (including non-contractual disputes or claims), shall be   

       governed by, and construed in accordance with, English law, and the parties irrevocably submit to the  

       exclusive jurisdiction of the courts of England and Wales.