STANDARD TERMS AND CONDITIONS OF SALE - AUGUST 2019
Please read these carefully: these terms and conditions create legally binding rights and obligations. In particular, the Buyer’s attention is drawn to the provisions of clause 11 (Limitation of Liability).
1.1 In these Conditions:
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
'Buyer' means the person(s) whose order for Goods and/or Services is accepted by the Seller;
'Conditions' means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
'Contract' means the contract between the Seller and the Buyer for the purchase and sale of Goods and/or Services in accordance with these Conditions;
‘Delivery’ has the meaning set out in clause 6.
'Delivery Note' means the Seller's electronic delivery note from time to time;
‘Force Majeure Event’ an event or circumstance beyond a party’s reasonable control (examples as set out in clause 10.8).
'Goods' means the goods (including any instalment of the goods or any parts for them) to be supplied to the Buyer by the Seller under the Contact and specified in the Delivery Note;
'Goods Returned Note' means the Seller's goods returned note from time to time
‘Order’ means the Buyer’s order for Goods and/or Services.
‘Quotation’ means any written or oral statement of an authorised representative of the Seller setting out the estimated cost of the Goods.
‘Services’ means the glazing and glass installation services supplied by the Seller to the Buyer;
'Seller' means PSV Glass and Glazing Limited (Registered in England and Wales under number 08902820)
‘Specification’ means any specification for the Goods, including any related plans and drawings, that is agreed by the Buyer and the Seller.
1.2 A reference to a statute provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 Any reference to Clauses and Sub-Clauses are references to Clauses and Sub-Clauses in these Conditions.
1.5 A reference to writing or written includes e-mails.
2. BASIS OF THE SALE
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 An Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions (the Offer).
2.3 The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
2.4 The Order shall only be deemed to be accepted when an authorised representative of the Seller accepts the Order by doing either of the following (an Acceptance):
2.4.1 oral confirmation of the Order, or
2.4.2 email confirmation of the Order,
at which point and on which date the Contract shall come into existence.
2.5 The Seller's employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by an authorised representative of the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.6 Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. GOODS AND SPECIFICATIONS
3.1 The quantity, quality and description of and any Specification for the Goods shall be those set out in the Delivery Note.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, damages, costs, expenses and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Specification.
3.3 The Seller reserves the right to make any changes to the Specification which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of an authorised representative of the Seller and on terms that the Buyer shall indemnify forthwith upon demand the Seller 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 Seller as a result of cancellation.
3.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by an authorised representative of the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
4. PRICE OF THE GOODS
4.1 The price of the Goods and/or Services shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right at any time before delivery to increase the price of the Goods and/or Services or alter the discounts given at any time for any reason including (but not limited to) reflecting any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and an authorised representative of the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, deliveries are normally made without charge but the Seller reserves the right to make delivery charges but only after having given prior notice to the Buyer.
4.4 The price is exclusive of any applicable value added tax, or any other similar tax replacing it or in addition to it which the Buyer shall be additionally liable to pay to the Seller.
4.5 Notwithstanding any prices quoted, the Seller may, without prior written notice, vary the list prices or discounts given.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and an authorised representative of the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Seller shall be entitled to invoice the Buyer for the price of the Services on or at any time after the Services are supplied.
5.3 The Buyer shall pay the price of the Goods and the price of the Services (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller's invoice, (unless otherwise agreed in writing between an authorized representative of the Seller and the Buyer) notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.4.3 charge the Buyer interest on the amount unpaid, at the rate of three per cent (3%) per annum above National Westminster Bank PLC base rate from time to time from the date of due payment, until payment in full. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
5.5 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5.6 The Buyer shall indemnify the Seller and hold the Seller harmless against all costs, losses, expenses and fees (including, without limitation, legal fees) suffered sustained or incurred by the Seller as a result of the Buyer failing to make payment on the due date.
5.7 The Buyer shall at all times remain liable for the price of the Goods and the price of the Services, regardless of any request that the Seller’s invoices be recovered from the Buyer’s insurers.
6.1 On delivery of the Goods:
6.1.1 the Buyer’s representative at the Delivery Location will be taken though the Delivery Note, which will show the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable) special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of the Goods remaining to be delivered;
6.1.2 the Delivery Note will be emailed to any or all of:
22.214.171.124 the Buyer’s representative at the Delivery Location;
126.96.36.199 the Buyer’s representative who placed the order; and
188.8.131.52 any authorised representative of the Buyer whose contact details are held on file by the Seller; and
6.1.3 the Delivery Note shall be fully incorporated into the Contract.
6.2 Delivery of the Goods shall be made by the Seller delivering the Goods to such location as the parties may agree or by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection (in each case a Delivery Location).
6.3 Delivery is completed on the completion of loading or unloading of the Goods at the Delivery Location.
6.4 Any dates quoted for delivery of the Goods are approximate only and time for delivery shall not be of the essence.
6.5 The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6 The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer, and the Seller will not be liable for any costs or expenses incurred by the Buyer as a result of early delivery.
6.7 Where the Seller has agreed to deliver the Goods to the Buyer the Seller reserves the right to choose the form of transport for the Goods and the composition of the consignment load.
6.8 The Seller reserves the right to deliver less than the quantity ordered for any reason.
6.9 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.10 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller 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 Buyer’s failure to provide the Buyer with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.11 If the Buyer fails to take or accept delivery of the Goods within three Business Days of the Seller notifying the Buyer that Goods are ready, or fails to give the Seller adequate delivery instructions at the time stated for delivery, then except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract:
6.11.1 Delivery of the Goods shall be deemed to have been completed at 9am on the third Business Day after the day on which the Seller notified the Customer that the Goods were ready; and
6.11.2 The Seller shall store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.
6.12 If ten Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken or accepted delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods.
6.13 Goods that were previously ordered by the Buyer and correctly delivered to the Buyer by the Seller may be returned to the Seller if no longer required within 14 days from their date of delivery to the Buyer on the express condition that:
6.13.1 the Goods to be returned are returned to the Seller in wholly good and undamaged condition as absolutely determined by the Seller;
6.13.2 the credit due to the Buyer for the returned Goods will be reduced by twenty percent (20%) of the original value invoiced to the Buyer for the Goods in the event that the Seller is required to collect the Goods from the Buyer using the Seller's transport, or;
6.13.3 the credit due to the Buyer for the returned Goods will be reduced by five percent (5%) of the original value invoiced to the Buyer for the Goods in the event that the Buyer returns the Goods to the Seller's premises using the Buyer's transport.
6.14 Goods that were previously ordered by the Buyer and incorrectly delivered to the Buyer by the Seller may be returned to the Seller if no longer required within 14 days from their date of delivery to the Buyer for a full credit on the express condition that the Goods to be returned are returned to the Seller in wholly good and undamaged condition as absolutely determined by the Seller.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer on completion of delivery.
7.2 If the Buyer wrongfully fails to take delivery of the Goods, risk of damage or loss of the Goods shall pass to the Buyer at the time when the Seller has tendered delivery of the Goods.
7.3 The Buyer is required to examine the Goods at the time of delivery and to satisfy themselves as to the good and undamaged condition of the Goods as described in the Delivery Note relating to the Goods being delivered. The Buyer’s representative at the Delivery Location is required to electronically sign the Delivery Note at the time of delivery stating that the Goods are accepted in good and undamaged condition. The Seller is entitled to reply on the electronic signature of the Buyer’s representative at the Delivery Location and, once the Delivery Note has been electronically signed to that effect, no subsequent claims for damage will be accepted by the Seller under any circumstances whatsoever save as in accordance with these Conditions.
7.4 On arrival of the Goods at the place of delivery the Buyer shall promptly provide unloading facilities and when the Goods are ready to be unloaded shall provide such assistance as the Seller shall reasonably request to unload the Goods.
7.5 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.6 Until such time as the property in the Goods passes to the Buyer, the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. In particular the Buyer will leave on the Goods any delivery labels affixed by the Seller prior to delivery to the Buyer which identify the part by part number and/or Delivery Note number and/or order number and/or delivery date.
7.7 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold or irrevocably incorporated into a vehicle), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, without notice to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.8 The Buyer 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 Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. SUPPLY OF SERVICES
8.1. The Seller shall use all reasonable endeavors to meet any performance dates for the Services agreed with the Buyer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
8.2. The Seller 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 Seller shall notify the Buyer in any such event.
8.3. The Seller warrants to the Buyer that the Services will be provided using reasonable care and skill.
8.4. At the completion of the Services, a representative of the Buyer may be given a customer notice (Notice) and asked to electronically sign a customer acknowledgement (Acknowledgement) as part of the Delivery Note, both of which shall be fully incorporated into the Contract and may contain instructions for the Buyer including but not limited to the date and time for the safe return to service of the relevant units and the earliest time from which it is safe to carry out a mechanical wash.
8.5. Subject to the provisions of clause 11, the Seller shall not be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty or otherwise for any losses arising in circumstances where the Buyer has failed to comply with any instructions set out in an Acknowledgement or Notice.
9. BUYER’S OBLIGATIONS
9.1. The Buyer shall:
9.1.1. ensure that the terms of the Order are complete and accurate;
9.1.2. co-operate with the Seller in all matters relating to the Services;
9.1.3. provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's premises, office accommodation and other facilities as reasonably required by the Seller to provide the Services; and
9.1.4. provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.
9.2. If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
9.2.1. the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;
9.2.2. the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 9.2; and
9.2.3. the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
10.1 The Seller warrants that on delivery, and for a period of 3 months from the date of delivery (Warranty Period), the Goods shall:
10.1.1 Conform with the Specification; and
10.1.2 Be free from material defects in design, material and workmanship.
After the Warranty Period, the Seller shall not accept any claims whatsoever for any such defects in the Goods purchased.
10.2 Subject to clause 10.3, if:
10.2.1 The Buyer gives notice in writing to the Seller 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 10.1;
10.2.2 The Seller is given a reasonable opportunity of examining such Goods, and
10.2.3 The Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business,
the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
10.3 The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 10.1 in any of the following events:
10.3.1 The Buyer makes any further use of the Goods after giving notice in accordance with clause 10.2.1;
10.3.2 The failure arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
10.3.3 the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer;
10.3.4 the Buyer alters or repairs such Goods without the written consent of the Seller;
10.3.5 the defect arises as a result of fair wear, willful damage, negligence, or abnormal storage or working conditions;
10.3.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements, or
10.3.7 any events beyond the Seller’s control occurring after the physical delivery of the Goods to the Buyer or its agents or carrier.
10.4 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
10.5 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.6 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute, common law, trade usage custom or otherwise are excluded to the fullest extent permitted by law.
10.7 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
10.8 The Seller shall make all reasonable commercial efforts to meet all its obligations under the Contract but it reserves the right to cancel, suspend or vary its obligations under these Conditions. The Seller shall not be obliged to give the Buyer priority over any other Buyer with regard to the supply or delivery of the Goods. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
10.8.1 Act of God, explosion, flood, tempest, fire or accident;
10.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.8.4 import or export regulations or embargoes;
10.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
10.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
10.8.7 power failure or breakdown in machinery.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
11.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.1.2 Fraud or fraudulent misrepresentation, and
11.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979.
11.2 Subject to clause 11.1:
11.2.1 The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2 The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
12.1 Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:
12.1.1 The Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
12.1.2 The Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a s solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
12.1.3 Any security constituted by a debenture, mortgage or charge created by the Buyer becomes enforceable;
12.1.4 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
12.1.5 the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
12.1.6 in the case where the Buyer is a natural person he dies or anything happens to him analogous to or having similar effect in relation to a natural person to any of the events contained in sub-clauses 12.1.1 to 12.1.5
12.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 12.1.1 to clause 12.1.6, or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
12.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.
12.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13.1 Assignment and other dealings.
13.1.1 The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
13.1.2 The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or e-mail.
13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
13.3 Severance. 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 Contract.
13.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
13.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).